Onward to Ruin
by Sinnii
Summary: When he'd first seen the man in Wutai, he was drawn to him. Then when those closest to them had gone, they had nowhere to go but to each other. Zack just hadn't realized how it all would turn out, or if it was for the better or for the worst.*SLASH* AU
1. Prologue: We meet at last

Hi! The names Sinnii for those of ya who don't know... which is probably a lot. Finally, after years of being a member of this site, I've finally written something I believe is worthy of submission!

Now, this isn't my first fic per se, but it is the first that I've ever submitted, so don't be too brutal with me.

This fic started out as just a weird idea after reading a... kinda iffy FFVII fanfic on deviantart, and it had a premise that I wanted to explore. The story as a whole, which will be at least three actual stories, is an overall AU, but it mostly conforms to the events of the Compilation (except for Before Crisis, I don't know too much about it, but I'm pretty sure that won't hurt me in the long run). It is going to be **Yaoi, **so if you're not into that, no biggie, but don't read it then complain.

The story starts out pretty tame, but as it progresses, it will earn its rating. Trust me.

Now onto the stuff ya really need to know about the chapter:

Pairing(s): none

Warnings: mild violence, language

***I do not own Final Fantasy VII, it belongs to Square Enix. If I owned it, I certainly would not be worrying about a college fund***

Now, on with the show!

* * *

_It had been his first mission to Wutai._

_Before then, he'd grown anxious and restless with the lack of assignments. Instead, his energy had been spent training in simulation battles which, while taxing, were nowhere near as satisfying as doing something which made an actual impact. After a while, he had grown frustrated and would find himself doing squats to burn off the excess energy he still seemed to have even after his rigorous training sessions. Still, nothing was being accomplished in his eyes, so his frustrations only grew._

_Then, out of nowhere it seemed, he was being sent to a faraway continent to take part in a very important mission._

_His excitement had been overwhelming._

_He and his mentor were sent in to infiltrate Fort Tamblin, an important enemy base. He had been told that the collapse of this base could very well bring about the end of the long and bloody conflict between Wutai and Shinra. The mission was straightforward. He, himself, was given the order to sneak into the base and eliminate any and all remaining troops. He had trembled with anticipation waiting for the signal that would allow him to do so. _

_Simple in theory, the mission was surprisingly easy to complete once put into action as well. He had taken out every single Wutai soldier he came across as well as the monsters the men had at their disposal. He had even combed through the fort again to ensure that every enemy had been dealt with before going to the center of the base. He had expected resistance, and wasn't surprised to be confronted by several members of Wutai's elite Crescent Unit. However, he hadn't expected to be confronted with a young Wutaian girl who clearly talked big despite her small size. After simply appealing to her nature and feigning surrender, he continued on into the dojo residing in Fort Tamblin's center after she'd run off._

_The first two monsters he faced within the dojo were a cinch in his opinion. But he had underestimated the third, unwisely approaching it's assumed corpse before being knocked into a wall by its massive fist. _

_Cue Angeal to the rescue._

_It had been a blow to his pride, but he was thankful that the man cared enough to risk wear, tear, and rust on his precious sword for him._

_After the completion of the mission, he and Angeal were to escort SOLDIER Director Lazard to back to camp. It seemed easy enough until they had been ambushed by a number of oddly dressed troops. He had been sent away with the director by his mentor, but once Lazard was safe, he hurried back to help Angeal fight off the soldiers. However, when he returned to that very spot, he found the troops felled and no Angeal in sight. Pushing worry to the back of his mind, he inspected the strange men and realized that they were not affiliated with Shinra's enemy. _

_Whoever, they were, they were not with Wutai._

_He had little time to dwell on who the soldiers were and where they had come from before he was once again the target of a surprise attack. However, he was not attacked by any soldier… or any _man_ for that matter._

_In a flash of light he was surrounded by flames, and before him stood a towering beast that only faintly resembled a heavily muscled man with hooved legs and enormous horns. Its mouth was set in a terrifying snarl, its canines long and sharp. It looked down at him with eyes full of a burning rage before it let out a roar that shook him to the core of his being and barreled towards him. He only just managed to break out of his trance and leap to the side to avoid the full-on attack. _

_With its back to him, he rushed forward and slashed it with his sword. It let out a roar of pain and rage as it turned its body and slammed a clawed fist into his side. He felt the air rush from his lungs as he was sent flying backwards into the hard ground. Amazingly, he had managed to keep a firm grip on his weapon, but his relief was short lived as he was forced to scramble out of the way as the monster once again rushed at him. _

Too close_, he thought. He raised his sword again waiting for be beast to come at him again._

_It turned towards him, and he felt its gaze burn him. He stared it down regardless, and raised his sword a little higher. He didn't want to risk attacking it head on, though that was usually his strategy. This creature was too big, too strong for that, so he'd wait for it to attack first. After a few agonizing seconds, it raised its head and gave another jarring roar, the flames on its arms and of its mane flaring dangerously. It summoned more flames around its massive body until it looked like a massive fireball before it barreled towards him yet again, but this time, just before it got to him it leaped into the air. Clearly he would not be able to attack it this time, so he moved as far he could away from the beast's target point of impact. It slammed into the earth with such force that the ground gave beneath it, and it sent a shockwave through the area around it that knocked him off his feet._

_He hit his head on the rocky ground, and had the semblance of mind to wonder exactly how earth that once grassy and made of semi hard soil managed to harden to rock. As he struggled to stand, he heard another roar from the monster. When he was almost fully upright, his vision swam and his balance was lost. He fell back to the ground on his side and managed to turn just in time to see the beast engulf itself in flames once again. His heart pounded in his ears as he willed his body to stand, to move, but it would not obey. _

_The flames of the beast grew brighter and larger until they were almost too bright for his enhanced eyes. He watched helplessly as the flames were channeled outward, and he could only try and cover himself as they rushed toward him. He felt the burn for only a moment before flames were suddenly extinguished and all he felt was the heat of the flames around the battleground. Curious, he took a chance and looked up from his spot on the ground and could not contain a sound of surprise._

_A towering figure stood between him and the foe that almost ended him. Flowing silver hair draped down passed broad armored shoulders and almost to the knees. An insanely long katana was held secure in the figure's left hand and shined brilliantly in the light of the flames._

_He had no time to react before the figure rushed forward sword raised and, quick and powerful as a Thundaga spell, the fiery beast was felled. He watched in amazement as it vanished in light and with it the burning battleground. Suddenly he was surrounded by the familiar trees and softer ground. The stars shone above him and he could hear the faint chirp of insects. He was back in the forest in Wutai. But he only dwelled on this thought for a millisecond before his attention was back on the imposing figure that stood only a short distance away. _

_He stood up slowly not wanting to risk another wave dizziness that would send him sprawling back down. The last thing he wanted was to look a fool in front of the man that was before him. Finally upright, he took in the appearance of the man that saved his life._

_The man stood tall and proud, his silver hair and the tail of his coat swayed in a gentle breeze. His broad shoulders were adorned with silver pauldrons. The imposing sword at his side shone just as brilliantly in the night as it did in the light of the flames. There was only one man on the planet that had the power to wield such a weapon, only one man had such long hair of such and strange color._

_It took him a moment to find his voice, still in disbelief over the fact of who it was that saved him._

"_Holy…" It was all he could really manage._

_At his voice, the other man turned._

_Eyes of a vivid cyan regarded him, and held him in an intense gaze. Those eyes were set in a pale, flawless face framed by equally flawless silver bangs. Thin lips were set in a neutral line before parting, and a voice of a deep baritone filled his ears._

"_Where is Angeal?" _


	2. Briefing

Here's chapter 1...I'm still new to this crap, so bear with me, plz.

Glad some people are already liking this fic, hope I don't disappoint you guys!

There's really nothing major going on in this chapter, so there's nothing to really say.

Anywho,

Pairing: none

Warnings: launguage

**Don't own it. Never will...*sniff***

* * *

Once again, Zack found himself unbearably restless.

Even though the war with Wutai had apparently ended, anyone within Shinra who had any common sense would know that, in reality, it was far from over. Remnant forces were still running rampant, and there was still no news of any sort of treaty or agreements between the two powers. On top of that, one of Shinra's most powerful SOLDIER operatives had deserted a month and a half earlier, taking with him a great many of Shinra's men. There was work to be done, and a lot of work at that, and they were lacking man power!

So why did he find himself, once again, in this damned lobby doing squats until he felt that his legs would fall off?

It had been nearly a week since he returned to Midgar from Wutai, and he had not had another mission since then. It frustrated him to no end that with all the things going on, the company had nowhere to send him, nowhere he could be of use. He was a SOLDIER Second Class, for Shiva's sake!

Zack finally felt his legs begin to ache, and that's when he decided to stop. After all, he would have to walk back to his room at some point today, right? However, until then, he'd most likely just stay in the SOLDIER floor lobby until curfew as there was little else besides training that kept his mind occupied. He sighed to himself; there was no one else around after all. It had been the same damn thing since he got back. Wake up, get out bed, shower, eat something, train until his body almost shut down, then wait for curfew so he could go to bed and wait for the next day when he'd do it all over again. Of course, somewhere in there he'd make time to eat again... he wasn't stupid.

He did, however, almost enjoy getting to sleep in. But that little silver lining fell apart almost instantly because it only signified Angeal's absence. Angeal didn't often let him sleep in, wanting to teach him the merits of being an early riser so he could get the most out of each day. The only days Zack had been allowed to sleep in were the occasional days that he would not be training. After all, he did need to leave the building for other reasons aside from work, right?

But now Angeal was gone...

Since returning from the mission, thoughts of his mentor plagued his mind. Every morning he would lie in bed and stare at the ceiling and wonder where the First had gone. His mind would flick to Genesis Rhapsodos, the SOLDIER First that had deserted. The man had to have been a close comrade of Angeal's given their ranking. Zack knew that the two were on par with Sephiroth, and the three were the strongest men in SOLDIER. In Zack's nearly infinite optimism, he would conclude that Angeal left in order to convince his comrade to return. After all, Angeal would in no way betray Shinra, or SOLDIER for that matter, what with all that talk of honor. With that last thought, Zack would nod to himself and finally leave his bed and begin his day.

But the thoughts would only come back no matter what he tried to do to occupy himself. Sometimes, Zack's thoughts would stray to Genesis. He knew very little about the man other than that he was a First, so he had to be strong. Apparently, he also loved the book LOVELESS; he'd heard Angeal make remarks about his fellow First's obsession with the work. However, most of the time, Zack would think of Sephiroth. The man was considered a hero, and it was no surprise since he was the most powerful SOLDIER in Shinra's history. When he wasn't angsting about Angeal, Zack was thinking back to that battle with the rogue summon. He would think back to the way the beast had been so effortlessly taken down by the silver haired man, and how... menacing he looked amidst the flames just before the hellish battleground faded away. Zack knew that many feared Sephiroth. In fact, almost everyone felt some level of fear given the man's reputation.

Zack remembered feeling a lot of things when he saw the First but fear wasn't one of them.

One thing he recalled with great clarity was the anger he felt towards the First when he accused Angeal of betrayal. Zack refused to believe that Angeal would do such a thing...but then, why would Zack wake every morning and spend his first few minutes of the day having an inner monologue about it? He'd always been so sure of many things, but he'd never imagined that he would be so unsure of his mentor's loyalty. How was it that he could have such faith his mentor, then have one man -who he didn't even know- make him question that faith?

Zack didn't have time to dwell on this particular question before he heard the familiar beep of his handset. He wasn't as enthusiastic as he usually was in taking the device from his pocket and flipping it open. On the screen, the brunette noticed the familiar envelope animation.

"Wonder what this is about..." he mused aloud. It wasn't like anyone was around to hear him, not even Kunsel, which he thought was odd.

He opened the message, inwardly hoping that it was for a mission of some sort. If he didn't get out anytime soon, he'd lose his mind.

_Zack,_

_Report to the Briefing room to receive your next mission assignment._

_Lazard Deusericus, Director of SOLDIER_

___Finally,____ he thought. They had a job for him to do._

Feeling oddly rejuvenated, Zack hopped up and made his way to the Briefing room. He wondered what sort of assignment he would be sent on. Would they send him back to Wutai? Were there more remnants that needed taking out? Or maybe it was something completely different! What that something was, he didn't know, but in his mind it was an exciting possibility. However, his excitement dwindled once a new possibility reared its ugly head. What if he had to find Angeal? Could it be that-NO! No, that couldn't be it. For one thing, Angeal was a First. Even if Zack was the man's student, it was doubtful that they would send him, a Second Class, to potentially fight a First Class, and a strong one at that. Plus, Angeal wasn't a traitor, right?

Oh, how he hated this uncertainty...

Walking much slower than he had been when he started, Zack reached the Briefing room entrance. Of course he expected to see the blond haired Director sitting at one of the rooms many monitors waiting for his arrival.

He did not, however, expect to see the vaguely familiar sight of silver hair and black leather…

"Ah. Zack."

He turned his head to face the Director.

"How have you been this week? You've probably been quite restless with the lack of assignments."

Zack nodded, "Yes sir, I have." He felt his lips quirk a bit into a small smile.

The Director chuckled briefly before turning back to the monitor and motioning for him to come closer. Zack's eyes settled on Sephiroth. His gaze was downcast and his arms were crossed in front of him. His face gave nothing away; perfectly blank. Cyan eyes suddenly flicked up and caught Zack's gaze, but he said nothing, face never changing. The two locked eyes for a moment, before Zack heard the Director begin to speak. He switched his attention, then, to the blond, but he could still feel those eerie eyes on him.

"You're to be sent back to Wutai, Zack. Shinra has begun negotiations with their Emperor, Godo Kisaragi. You will be accompanying Vice President Shinra as well as one of the Turks," Lazard said. Zack nodded.

"This will be the Vice President's first time playing the Diplomat, and since he is President Shinra's own son, he would like him to be well protected. He figured a SOLDIER would be a good choice as a bodyguard."

Zack almost wanted to scowl. Bodyguard? Wasn't that a Turk's job, anyway? So what was the Turk going for if they needed a SOLDIER to do babysitting duty for one of the upper level executives? In his peripheral vision, Zack noticed that Sephiroth hadn't moved at all, but his gaze had shifted back downward.

"You're to be on the Helipad at 0500, sharp. Understand?"

"Yes, sir."

"Alright. Dismissed."

With that, Zack turned and left out the door. He didn't notice the SOLDIER General's eyes on his back.

Once out, Zack began to make his way back to his room. He knew it wasn't very late, but he also knew he'd have to wake up early in the morning so he could shower and possibly eat before leaving.

"Yo, Zack!"

The Second stopped at the call of his name. He turned to see the familiar purple of a SOLDIER Second Class uniform and the Helmet worn by nearly every SOLDIER operative. In the case of normal humans, SOLDIERs were only distinguishable by uniform color, the unenhanced senses they possessed making them unable to pick up on subtle differences. However, a SOLDIER's senses were much keener, so it was very easy to recognize a fellow operative just by voice alone. Zack could easily recognize this SOLDIER as his best friend and comrade.

"Kunsel! Where've ya been all day?"

"Well, Zack, not everyone spends nearly all of their time training. When's the last time you left the building, anyway?"

Zack rubbed the back of his head sheepishly. That was a good question. Since the mission, he'd been so caught up in his thoughts that he just repeated the same routine over and over for the whole week. If he'd spent some time outside the building, instead of constantly training, then he may have succeeded in clearing the thoughts he so desperately wanted cleared.

Kunsel seemed to be able to read the Second, and knew the answer to his own question before the other had the chance to answer.

"You really should get out more often, Zack, especially now. Ever since you came back from Wutai and Angeal disappeared, you've been pretty down."

"Yeah..."

"As much as it bothers you, going out to clear your head is really the best thing you can do. You don't want the problem to start affecting you on missions; the last thing we need is for you to get yourself killed."

_At least he's to the point..._ "Well, Kunsel, you can rest assured that I won't be done in anytime soon."

He saw Kunsel's mouth, the only thing he could see of his fellow Second's face, quirk in a smile. Perhaps he was reassured by the appearance of the old Zack attitude. But, Zack didn't intend to go back on what he'd said. There was no way he'd let himself get killed because he was preoccupied. What would Angeal say?

"Well! That's good to hear, Zack. Since you came from the Briefing room, I'll bet you're being sent on a mission soon, so I won't keep you here."

With that, Kunsel and Zack parted ways.

o0o

It was close to 2100 when he decided to just plop into bed.

He'd set his handset's alarm to wake him at 0330 and set the device on the small bedside table. He'd figured that waking at that time would allow him to still comfortably go about his normal, sluggish morning routine despite the fact that it was an ungodly time to have to wake. Now he just had to wait for sleep to come...

Easier said than done.

He thought back to the mission briefing. He still did not understand why he was being sent as a part of a diplomacy mission. After all, SOLDIER was Shinra's brawn, not brains, though Zack would gladly clarify that, while he had his moments, he wasn't just mindless muscle. A mission like this seemed more like Turk business, and a Turk was even being sent! If they were sending in a Turk with the Vice President, what was his purpose there to be? Were they worried that the Emperor may be forming some sort of trap? Did they need him there in case they were suddenly ambushed by Wutai soldiers?

Instead of trying to seek any answers, Zack just let it go after a few minutes. It didn't matter anyways. Once he was assigned and briefed, he couldn't really refuse the mission, and he most certainly couldn't do so just because he had no idea why he was going. He'd just get up, go about his routine, complete the mission, and come back. Simple as that.

Almost as a passing thought, Zack wondered why Sephiroth had been there at the briefing. Surely he wouldn't be going on the mission; after all, if they are going to send one SOLDIER, why send Sephiroth as well. Same as the reverse; if they were to send Sephiroth, then why send a second SOLDIER as well? These thoughts were only brief and disappeared from his mind just as his eyes began to finally drift shut. His last thought was the hope that he hadn't fallen asleep too late...

o0o

Zack was suddenly jolted awake by the familiar sound of his handset alarm. He knew by his own internal clock that it was waaaay too early for him to be waking, but he remembered that he had to report in for his mission at 0500 exactly. He'd set his handset to wake him even earlier so that he could at least go about getting ready at his own sluggish pace. Angeal had taught him to be on time for everything. It also didn't hurt to be a bit early, but Angeal had been unable to reform Zack's morning rituals. He'd found that Zack was actually able to function through the day much better if his muddled mind had time to fully wake. So, Angeal got him to get up earlier so that he had time to wake at his slow, sleepy pace, and still be on time to wherever he had to be.

Without removing his face from his pillow, Zack reached over and grabbed the handset from the bedside table. He turned his head just enough for one eye to see the glaring screen as his hand absently pressed buttons so as the quiet the alarm. He'd done it so many times that it was second nature and though his eye could see what he was doing his mind was mostly unconscious of the action. Once he registered that the handset was quiet, the hand holding it dropped back onto the table. With a groan of agitation, Zack slowly got up from the bed.

It was…_waaay_ too early...

He brought his hand up to scratch his head, ruffling his already messy hair, as he made his way to his bathroom. When he flipped on the light, he instantly shut his eyes, and he growled at the glaring fluorescent brightness. Gradually, he adjusted as he set about looking for a towel. As he looked, he caught a glimpse of himself in the mirror that served as a door to the medicine cabinet…which was empty, by the way. His hair stuck up in even odder angles than it normally did, and there was no... symmetry to the spikes, he noted absently. Oh well, it would be fine once he got his hair washed, he mused as he stripped off his boxers and stepped into shower. He didn't bother waiting to adjust the temperature of the spray; hell, the surprise of getting hit with very cold water might help in waking him.

A little while later, Zack emerged from the bathroom clad in only a towel wrapped loosely around his hips. He used another towel to haphazardly dry his hair as he shuffled back to his bed in order to check the time on his hand set.

The screen read: 04:15.

That was way too early, the SOLDIER mused, yet again as he shuffled out of his bedroom. On the way out, he absently threw the towel he'd been using on his hair off to the side. As expected, his newly washed hair settled back into its normal spikes. Figuring there wouldn't be time to make a regular breakfast (yes, he could cook for himself without burning anything down), Zack fumbled in one of the cabinets and pulled out a couple of protein bars. He'd gotten them from a store within the city, so they weren't the horrid bars of cardboard that Shinra provided them with. He pulled out two so that he could eat one before getting dressed and then munch on the second on the way to the helipad where he was to report. Absently munching on the first protein bar he went back over the assignment in his head.

At 0500, he was to be at the helipad. Obviously, he would be boarding a helicopter with the Vice President as well as the Turk that was to accompany him, and they would be airlifted to Wutai.

It was a diplomacy mission, and he was going to be a bodyguard. He made a noise of displeasure as he finished his protein bar and wandered back into his room to find his uniform. Within minutes, he meandered backed into the kitchen, fully dressed, grabbed the second bar, opened it, and popped one end into his mouth as he made his way across the living room and out the door, grabbing his sword just before he crossed the threshold.

o0o

It was 04:55 when he reached the helipad.

He was inwardly proud that he managed to get there early, though not very early, considering the hour at which he had to wake. When he walked out into open air, he first took a deep breath and stretched. He felt a distinct pop in his back and he sighed. He glanced at the horizon, unchanging in its darkness; then, he turned his attention to the helicopter that sat in the center of the landing zone.

He almost choked when he saw the familiar black coat and silver hair.


	3. Bargaining Chip

Once again, he found himself trapped in that gaze.

But he met it head on, never flinching, never feeling a single spasm or shiver. He felt no fear towards those eyes or the imposing man whom they belonged to. However, he did faintly wonder if he was going to be reprimanded. The order had been to report in at 0500, and he was sure he'd arrived early, so there would be no reason for admonition. Maybe the man before him always looked like that?

"You're on time." It was merely an observation, not in any way praise; not that he expected any.

Zack said nothing. There was nothing _to_ say. He only met that calculating stare with a level one of his own, and though the Second felt no unease, he _did_ notice that he was standing straighter.

Long silver hair shifted as Sephiroth turned his gaze away.

"The Vice President and his Turk will be arriving momentarily. You do understand your objective?"

Zack nodded. "I'm supposed to protect the Vice President should things go sour, right?"

The taller man nodded his affirmative.

"Uh, sir? If I may," he started, waiting for permission.

"Continue," was his go-ahead.

"Why exactly are _you_ here, sir? I mean if you're being sent on this mission, then why does Shinra need _me_ there?"

Zack couldn't help but be confused. While he had been present at the mission briefing, Lazard had made no indication that Sephiroth would be going as well. And surely if there had been no need to inform the Second of the General's accompaniment, then he would not be needed for any potential combat. Not only that, but if Shinra had felt the need to send Sephiroth, then there would definitely be no need for Zack to be sent along. So then why were they sending both him _and_ the silver haired man?

Sephiroth's expression had not changed from its almost catatonic neutrality, and he would have looked like a statue had it not been for the movement of his lips.

"Your reason for being sent on this mission is as Lazard described it to you," Sephiroth answered. "My accompanying you is not for the purpose of guarding the Vice President."

"Then why _are_ they sending you with us?" Zack asked.

Sephiroth looked back to him briefly. "Just focus on your own mission, Fair. There is no need for you to be concerned about my presence on this mission."

It wasn't a reprimand. Zack didn't even think it was the General's way of saying "Mind your own business." It was nothing but a statement; a completely _dispassionate_ statement of fact. He was honestly surprised it hadn't been said in a mechanical monotone, though it was pretty damn close. Nevertheless, Zack didn't press the issue. Either the other did not wish to discuss it, or he would find out soon enough, and there was no need to say anything. At any rate, it was not the Second's place to press a superior operative; he knew his place.

He noticed Sephiroth's gaze travel to something new. Automatically he turned to regard whatever it was that had grabbed his superior's attention.

He saw a young man in a white coat and another in the familiar black suit of a Turk, so the one in white must have been Vice President Shinra. They approached at an equal pace—with the Turk about a pace ahead of the other—and came to a stop only a couple of paces away from the two SOLDIERs. They all stood that way for a moment, as if both pairs were sizing up each other.

The black-haired Turk regarded Zack with stony brown eyes and was the first to speak.

"Tseng of the Turks. And you are SOLDIER Second Class, Zack Fair." It wasn't a question, but he nodded anyway.

"As you know, we are being sent to Wutai in hopes of coming to an 'agreement' with their emperor." He almost wanted to snort at that. "I trust that Director Lazard informed you of your objective?" Again, he nodded.

"Well... if everything goes as it should, you will not be needed—"

"Yes, then he will serve the same purpose as our 'Hero' here." The blond in white suddenly spoke up, a smirk marring his face as he made a gesture towards the SOLDIER First.

Zack bristled slightly at the blond's remark but more so at his tone. The man was clearly arrogant and didn't seem to realize—or care—that he was referring to an extremely powerful man as if he were _nothing_. All the while, said man was standing right there, in _front_ of him! The Second chanced a glance at the First beside him; he hadn't flinched. The remark simply rolled off of him, and Zack wasn't really surprised. The brat could say what he wanted; he'd be just like all the other suits of the upper levels: all talk, but once there was trouble he would cower. Still, Lazard had said that the Vice President would be carrying out the negotiations. All of the sudden, he was pretty sure he knew why he'd been assigned as a guard. With someone like the blond before him carrying out negotiations in a war-torn country, there was no way it would end on a good note.

He was brought out of his musings by Tseng clearing his throat. Clearly, the Turk did not want there to be any conflicts when they hadn't even left Midgar.

"I suggest we board now. It would not do for us to be late." With that, he boarded the helicopter, the Vice President behind him.

Zack turned and regarded Sephiroth. With a tilt of his head, the General motioned for him to board, and he obeyed wordlessly. Once inside he looked towards the cockpit and noticed the pilot waiting patiently for orders. With a motion from Tseng, the pilot started the aircraft just as Sephiroth entered the cabin and slid the door shut.

Within minutes, they were in the air, departing from the pollution-choked metropolis to Wutai.

o0o

The flight to Wutai was uneventful.

No one spoke or moved from their places; aside from the sound aircraft's rotor, there was nothing else. Zack knew it would be a long flight, and it was going to get boring quickly. He decided that he would at least take in the two non-SOLDIERs that were a part of this operation.

The Turk, Tseng, seemed just as stone-faced as the SOLDIER general could be. There really wasn't much to him that Zack could see. He seemed cool, calm, and collected, so he had to question why Shinra wouldn't have sent someone like _him _to do the negotiations. Everything would certainly fare much better if someone like him were doing the talking. Tseng sat still, arms crossed, looking at his knees. He had spoken just like the General did: He was to the point, gave away nothing, and was all business. While those types did tend to grate on Zack's nerves… the man was a much better choice than his charge.

With that thought, he looked over to the blond that sat not too far from the brunette Turk.

The Vice President had an expression of complete boredom, cold blue eyes looking off to one side. He seemed to have little desire in being a part of the affair, so why would they send _him_? The young man came off as nothing more than an arrogant child and Zack wouldn't have been surprised if it were true; he was pretty good at reading people, after all. Nearly all of the higher-ups acted that way, too rich and cocky for their own good, too wrapped up in their own haze of self-satisfaction. Though, Zack would admit, the young man was easy on the eyes, but while Zack was pretty open to going either way when it came to sexuality, he did not find the brat attractive; even his looks couldn't compensate for that attitude. He almost worried about all the things that could, and probably would, go wrong at this meeting. If the Vice President didn't want any part of it, who was to say something wouldn't go wrong? And, of course, it was _his_ duty to make sure nothing happened to the blond.

He was beginning to wish that the General had been assigned the task instead. Another few days of boredom certainly beat being involved in gone-sour negotiations and being duty-bound to protect the arrogant prick that would have most likely been the cause of it all.

Speaking of the silver-haired SOLDIER...

Zack glanced over to the far side of the cabin, where the tall man was. Just like the Turk, he sat unmoving. One leg was crossed over the other and his arms were crossed over his chest. The General's head was also tilted down, silver bangs veiling his face so that no one could see. The Second was hit with the funny thought of whether or not the man was sleeping. He felt the corner of his lips quirk at the thought of the SOLDIER General being asleep while pretending to be deep in thought. Although, he really couldn't blame the man if that were indeed the case, but he was pretty sure it wasn't. Sephiroth did not strike him as the type to sleep on the job.

For the rest of the long flight, Zack allowed his mind to wander unbidden. There wasn't much else he could do in the small, closed-in space. He thought about anything and everything, mostly to avoid thinking about the possibly horrible outcome of his mission.

o0o

On his mission to Fort Tamblin, Zack had seen very little of the nation of Wutai. For one, it had been in the dead of night when they'd arrived, and aside from the fort, all he'd seen was forest, forest... and more forest. That certainly didn't hold a candle to what he saw on this mission.

Zack, in his barely concealed excitement, was the first to emerge from the helicopter. It was late afternoon by the time they reached the actual city of Wutai, the sun still high in the sky but more oriented towards the west. It was the only real city on the entire, albeit small, continent, so it was easy to conclude that it was what he saw in the distance. He saw it clearly, sitting at the foot of tall mountains with no trace of smog hanging above it. While one could see Midgar quite easily as well, what with its sheer size, the city atop the plate was always veiled with pollution which also distorted the air above it. This was not the case with Wutai.

He chose to ignore the Turk and Vice President's passing him in favor of taking in more of these surroundings.

"Wow..."

He heard a soft, deep chuckle resonate from behind him, and he turned to see his superior approach from the aircraft. It was the first sound he'd heard from the taller man in hours, and he was almost surprised that it was a sound of amusement. Sephiroth came to a stop beside the Second and said nothing for a moment as if he were allowing Zack to take in as much as he could of the scenery. After a moment, Zack heard the sound of footsteps on grass and turned his sight to the silver-haired man as he began following the Vice President and Tseng.

"Let's go, Fair. You are not here to gape at the landscape," he heard that deep voice say. Zack could have sworn there was a hint of mirth in those words.

The city itself was like nothing he'd ever seen, and it took everything Zack had to keep himself from wandering all over the place in an effort to take in every last detail. His eyes went over anything and everything that was possible to see and glowed with amazement.

The ancient and traditional designs of the buildings were similar to that of Fort Tamblin yet still so foreign to him. However, without the obvious risk of enemy attack, Zack was free to see the architecture for what it was. People bustled about in equally foreign but nonetheless interesting clothes. They seemed to go about their business and took no notice of him and the others though he did notice a few glance at the silver-haired general that headed the group.

Above he could see what he learned was the Da Chao Mountain and the strange figures that had been sculpted out of the stone near the top, seeming to look down upon the city. Who or what were those figures? What sort of impact had they made to be sculpted into the mountains themselves? He had so many questions, so much he could learn from this beautiful place. That Crescent soldier had to have been wrong about Shinra's motives. Why would anyone want to potentially destroy something so amazing?

Up ahead a tall building, in the same traditional style as the others, loomed above. They climbed steps up to the courtyard before it. At the entrance of the building stood two men in what Zack would guess was traditional and very formal dress. They stood straight and proud, almost like the soldiers he had fought at the fort, and he just knew that they were of importance. Were these men who they were to meet with? No, he remembered Lazard telling him that they were to meet with the Emperor. So who were these men?

Zack keenly noticed the hard gazes of the men on them as they made their way across the courtyard. However, a second, closer look proved that their gazes were trained on the General. Tseng and the Vice President followed behind him, and Zack himself brought up the rear of the group, but the Wutai men paid little heed to them. Sephiroth stopped only mere feet from the men and bowed deeply. Tseng followed suit, and Zack quickly did the same, judging it to be the best course of action. As he bowed, he turned his eyes up slightly so as to see ahead and noticed that the Vice President remained standing straight.

The Second straightened with the General and the Turk, his gaze going to the Wutai men before them. Their eyes were no longer trained on Sephiroth, but rather they seemed to glare at the arrogant blond. He could just imagine the look on the young man's face, smug and full of conceit.

_Perfect_, Zack thought. _Piss them off before the negotiations even start. _

The Vice President stepped forward, ahead of Sephiroth.

"Rufus Shinra... Vice President of Shinra Electric Power Company. I have been appointed to speak with your emperor as a representative of the company."

The Wutai men looked at each other before responding, expressions of intense disdain on their faces.

"So, your President cannot show himself to the people he has slaughtered? Is he so cowardly that he cannot face the nation he has tried to destroy?" There was venom in those words, and Zack honestly could not blame them for feeling the way they so obviously did.

Rufus seemed unfazed by the words and the anger behind them. "The President is a very busy man. This war has taxed Shinra as well. But I assure you, as Vice President of the company, I am just as qualified as he is to negotiate this treaty." There was a pause, and Zack could sense the smirk in the blonde's next words.

"Besides, I believe you will find me to be much more... _agreeable_ than the President himself."

Zack didn't quite understand the meaning of that statement. 'More agreeable'? Was that supposed to mean some sort of leniency? Whatever the meaning of those words, the two Wutai men seemed to see it, and found it an insult. Their scowls deepened to almost snarls.

"You wretched—!"

"I am not here to speak with the likes of you. Judge me as you wish, but I was sent here to speak with the emperor, not lowly servants."

He dropped the polite act pretty damn quick, Zack mused.

Without waiting for any sort of response, Rufus strode past the two men and through the threshold they guarded. Wordlessly, Tseng followed close behind. Sephiroth lingered for only a second before following suit, and Zack quickly followed behind the First. He almost wanted to apologize for the blond's behavior after he saw the disgusted faces of the men. Did Rufus not seem to realize that he was representing an entire, enormous group of people? Or did he just not care?

Inside, they came face to face with who Zack guessed was Emperor Godo.

He was of a strong stature and stood just as proudly as men outside, dressed in elaborate formal attire that clearly indicated his status in his country. On either side of him stood two other men, perhaps advisors. All three men wore faces like stone, giving nothing away.

_Wow. Does everyone around here wear poker faces_? Zack wondered.

He glanced about as he followed beside Sephiroth and noted the presence of armed guards. No surprise there. But, there were no weapons drawn; clearly, these soldiers were present for the same reason as Zack.

He drew his attention back to his front just in time to notice Rufus and Tseng stop. He stopped only a few feet behind, beside the taller SOLDIER, and kept his attention ahead. This was his mission. He would remain focused just as he was trained.

Emperor Godo regarded them evenly.

"You are of the Shinra," he said just as calmly. "If you would, follow me. A room has been prepared for this engagement."

They followed the Emperor and his men into a small conference room. Godo strode to the other side and sat at the conference table, his advisors standing on either side of him. Rufus followed suit, sitting with Tseng standing vigilantly behind. Zack and Sephiroth remained slightly further behind, stationed in the same fashion as Godo's own warriors.

Godo was the first to speak.

"Shinra requested that I have an audience with a representative in order to discuss the terms of an agreement."

Rufus nodded. "That is correct."

"It is curious that you would wish to settle this matter diplomatically, however, seeing as how you were quite quick to wage war upon us."

"With all due respect, Your Highness…"

"_Shinra dog_! You will address the emperor as _His Majesty_!" the man to Godo's right bellowed.

Before the man could say more, Godo held up his hand to stop him.

"You are to remain silent, Staniv," he said, not bothering to look to his side, seemingly unfazed by the... insult?

The man, Staniv abruptly turned to face the Emperor. "But Your Majesty, he— "

"Hold your tongue, Staniv," Godo's voice was firmer this time, sharper, and Staniv instantly relented.

"Yes, Your Majesty."

Finished with his advisor, Godo addressed Rufus again. "I beg your pardon for Staniv's behavior. Continue."

"Oh, no. I must beg _your_ pardon, Your _Majesty_," Rufus visibly smirked, "But your people were quite hostile with us when we proposed the building of the reactor. We only sought your benefit." He shrugged to himself and crossed one leg over the other. "But that is not the reason why I am here. There is no need to dredge up our past conflicts when we are trying to create peace... now, is there?"

Godo's eyes narrowed. "Indeed. There is not."

Rufus's smirk changed into a sickeningly charming smile. "We only seek to make Wutai a valued ally. We have _no_ interest in taking your culture from you."

The Emperor did not look convinced. Neither did the men around him. "Of course there must be an end to this bargain that Wutai must uphold," he stated.

Rufus shrugged as if it there was little to be concerned about. "We have found that there is quite an abundance of mako on this continent," he answered. "We only seek to unearth it, and use it...for the benefit of Shinra and Wutai as well."

Zack noticed snarls growing on Godo's men's faces. Clearly, they were not pleased.

Godo remained wary. "Surely that is not all you seek?"

"We seek you cooperation. Join us. By becoming a part of Shinra, you will have the power to prosper so much more," Rufus said, that smile still gracing his lips. "You will also have access to our greatest asset."

At that, Zack saw Sephiroth step forward.

"I believe you are familiar with our SOLDIERs," Rufus purred as he gestured to the silver-haired man. "This one in particular... I believe your people have called him a 'Demon'?"

Zack briefly noticed the tension on Godo's face. But he was more curious as to what Rufus was getting at. Was this really why they brought Sephiroth here, to show him off?

"Whatever you wish to call him, he is our greatest weapon — "

"That is a man of flesh and blood, no matter how powerful he may be."

Rufus shook his head and short blond locks fluttered. "_He_ is a weapon manufactured by the most superior scientists. He and the rest of our SOLDIERs were designed to be superior to the average warrior." That smile morphed again into a nasty smirk. "But this," he made a gesture to Sephiroth again, "It is of perfect design, strength unrivaled, especially now, since the only others that were on par are now long gone."

Zack couldn't believe what he was hearing! Weapon? Manufactured? _It_? Did that prick forget that he was talking about a human being, and said human being was _right there_? Who spoke about a person like that? Who would refer to a man who risked his life many times as if he were a mere object to be owned and used as one saw fit?

But then another thought occurred to the Second. Was Rufus merely speaking for himself when referring to the First that way? Or did the whole of Shinra share the same opinion?

A sick feeling settled in Zack's stomach at the thought. Was the First always objectified like that? Did Shinra really see him as nothing more than a _tool_?

It took all he had not to let the anger that built up show on his face, but with that anger came disbelief. Why would Sephiroth just stand there and allow himself to be degraded, de_humanized_? There was no way Sephiroth could not be bothered by what was being said about him.

Zack tuned out the rest of the conversation, not wanting to hear anymore of the blond bastard's words. He just stood in his place and quietly seethed. He didn't notice that Sephiroth could sense the tension and had turned to look at him.

o0o

Rufus had been invited to dine with the Emperor, and as a show of hospitality, Godo had given them all rooms in his Palace during their stay.

Tseng had gone with Rufus as his guard, as he was ordered to do. But the sun had long set, and the two had not been seen. Perhaps, Godo and Rufus had gotten into another conversation. Zack couldn't have cared less though; his only intent was to find the silver-haired First.

He found him in the room which he had been given, still fully clothed and gazing outside. Zack cleared his throat gently to gain his attention, and the taller man turned his head without hesitation. He found himself, once again, caught in that piercing gaze, but he had a feeling that the other was not attempting to get him to cower and go away.

"Fair," he acknowledged, "what would bring you to see me this evening?"

For the first time Zack hesitated. He had no idea how he was supposed to address his concerns. Did he even have right to?

"Sir, I…"

At the pause, Sephiroth turned his body towards the Second and raised a sliver brow.

"Yes?"

_Here goes nothin', I guess._ "Why did you let him say those things about you?"

Zack almost thought he saw a look of confusion pass over that flawless face, but if it had, it was replaced quickly.

"What exactly do you mean, Fair?"

Zack sighed, "The way the Vice President was… objectifying you like that," he said. "Why would you let him talk about you as if you're just some weapon? Some object?"

Sephiroth's head tilted ever so slightly to the side. "Why would I speak against what is truth?"

He couldn't believe his ears! Did Sephiroth just agree with what had been said about him?

"_Truth_?"

"I was designed by Shinra for the purpose of combat. Is that not what a weapon is? An object which is used for purposes to harm?"

"Sir, with all due respect, that is _bullshit_!"

"I beg your pardon."

"You're not a weapon! You're a human!" Zack asserted, "Sure, you may be a bit different, but you breathe, you bleed—"

"Fair, while you may be correct in that I share bodily functions of _Homo sapiens_, it does not change what I was designed for."

What the _fuck_?

"No way—!"

"I think it may be best that you retire to you room, Fair," Sephiroth said as he turned his back on the Second. "You ought to wake in the morning well rested."

"But—"

"Shall I make it an order, Fair?"

Zack stopped there. While SOLDIER had no official set ranks, aside from First, Second, and Third, it was still common practice for a SOLDIER of higher standing to be treated as if they were of a superior military rank. As he'd been taught, if Sephiroth, a stronger SOLDIER, gave him an order, he would be 'bound' to comply. Why delay the inevitable?

Zack gave a soft huff of agitation, before finally complying and leaving to his room.

What he failed to notice was Sephiroth's eyes upon him, his face drawn in confusion.


	4. Confliction

FINALLY!

I finally sat my butt down and got to work on this!

Sorry, readers for the unnecessarily long wait. I've had homework, tests, more homework, more tests... sprinkle in some emotional turmoil and all around laziness, and poof. But, I finished it, just last night before falling asleep, and with the help of the lovely Skiba, Chapter 3 is now complete and edited! *Celebrates*

Not too much too major happening in this chapter either. Mostly an exploration of Sephiroth as he is in the OtR universe. After this, the story starts melding with the canon game, so I may be able to get chapters out easier and quicker. However, I'm not getting my hopes up cuz this week is busy and full of tests and projects, and before I know it, it will be time for finals.

Well, enough of Sinnii's rambling, down to business.

Pairing: none

Warnings: ...none? :O

**I don't own Final Fantasy VII. Never will. *cries***

* * *

Even in sleep, he felt the presence of another close by.

It was peculiar, though. Who would be curious—no, _brave_ enough to enter the room while he slept? He was a SOLDIER, and one that was trained to maintain a degree of awareness of his surroundings at _all_ times. Did the intruder not know this? Did they not know that his senses far surpassed even that of most of his fellow operatives, that he could easily pick up on any disturbances generated by another entity? His ears caught the sound of not-so-well hidden shuffling that answered his question.

Apparently not.

While physically he looked to be sound asleep, he was fully alert, listening closely, trying to identify the intruder as either friend or foe without their knowing.

He listened close to the footfalls; they seemed to be trying to keep quiet, but they were obviously failing at doing so. They also seemed to be… oddly aimless, as if there was no real reason for being there. However, they did seem to be moving closer. His attention then moved to the footfalls themselves. While poorly hidden, the sounds made were… light. It was someone small, but that did not relax him. Until he saw for sure, the intruder was a potential threat.

He felt the presence even closer now, right next to the futon he lay on. After that, there was no further movement, no additional action. It was puzzling, indeed. He waited for a moment longer for any potential movements from the intruder. Should they make a move, he would know, and if he, with all of his training, deemed it hostile, he would act just as swiftly as always and neutralize the threat.

However, he heard no sounds of movement. All he could hear was his own even breathing, and the breathing of whom- or whatever was in the room with him. So he let his eyes open, and he blinked at the sight of the "intruder" that was bent over him, directly in his line of sight.

"...You have weird looking eyes."

He looked into the dark blue eyes of a little Wutai girl. They were wide with what he believed was curiosity, so much like the looks given to him by many Midgar children.

He gazed back, directly into her eyes, and was inwardly surprised when her stare did not relent in the least, a feat that even many full-grown men could not say they have accomplished.

"I beg your pardon?" he said.

She tilted her head and pursed her lips a bit, locks of short black hair shifting with the motion.

"What? Ya didn't hear me?" she asked in a tone Sephiroth found odd. "I thought SOLDIERS had, like, this amazing hearing and stuff."

Sephiroth resisted the urge to tilt his own head in the same fashion and slowly sat up. He noticed the girl back away to put space between them, but her eyes never left him even as she settled on the floor at the edge of the futon, sitting on her knees with her hands planted flat on the floor. He met her gaze yet again, and still, she did not look away. A peculiar child.

"My hearing is, in fact, enhanced, just the same as my other senses. I merely wished for you to elaborate on your previous statement regarding my eyes."

She just blinked.

He could not hold back a soft sigh. He often forgot that his vocabulary was not universally understood. He hadn't been designed to be a social animal, so he never saw the need to alter his way of speaking depending on who it was he was speaking to. He'd also never had to converse with a child before.

"Why do you think my eyes are 'weird,' as you say?" he clarified.

A spark of understanding lit behind those eyes. But she went on, as if no clarification had been needed.

"Well haven't you ever looked in a mirror? I mean, they're all green and glowy and your pupils—" she pointed to her own eye as she talked, "—make them look like… like a kitty's!"

Sephiroth blinked at the excitement she began to display, and he watched as she started to bounce where she sat.

"So, yeah, that's why they're weird. But I like them too; they're cool."

"…I see." He really had little idea of what to say in response.

She made a noise of satisfaction nonetheless, and went back to just staring. He watched her face as her expression changed from time to time as if she were thinking.

After a few moments, Sephiroth entertained the idea of simply standing and… moving. While he was very much used to people's eyes on him, it was no less uncomfortable, even if they were the eyes of a harmless little girl. He broke eye contact with the girl and shifted to stand. He didn't notice the girl jump a little at the motion.

"...ASOLDIERgeneralsayswhat?"

That stopped him. Words just spilled out of her mouth in a series of incoherent sounds, as if she hadn't thought about what she was saying at all, and Sephiroth was very much unsure of what she had desired to say.

"What?" He couldn't really stop the word from leaving his lips. He could stare down any man and weapon easily, but in a social situation, his control was somewhat… compromised.

There was no answer to come, however. The girl just scurried out of the room, giggling almost madly as she went. Sephiroth stared after her and out of threshold she had fled through when she was gone.

_Strange child_, he thought as he stood.

About an hour later, after he'd finished dressing and was awaiting his orders, he heard a commotion coming from further down the corridor. He stood and approached the threshold only to see a familiar little girl rushing by, giggling in that same, and almost mad fashion. Just moments later, he heard much heavier footfalls and glanced out into the corridor just as Zack rushed past him.

"Come back here, you little—!"

Sephiroth watched in an odd curiosity as Zack seemingly chased the laughing child further down. He continued to watch until they were no longer in sight before he retreated back into his room, content with being in solitude for a while.

o0o

They remained in Wutai for two more days while Shinra and the Emperor continued negotiations. There seemed to be little need for the protection that had been sent by the company, and aside from the Vice President's occasionally disrespectful tongue, he gave no indication that there would be need for violence. His discussions with Wutai's leader were, while a bit tense at times, peaceful. Sephiroth was usually present at most of these meetings, playing his part as the weapon that would come to be in Wutai's arsenal should they decide ally with Shinra. He couldn't help but be glad, though, that Fair was not required to attend these meetings. For reason's Sephiroth still did not know, the young man did not seem to approve of the way he was regarded. However, based on things he'd heard from his good friend, the young man was likely bored for most of their stay.

On the morning of their departure, Sephiroth stood dutifully at the young Shinra's side. Staring straight ahead, he made no eye contact with either Emperor Kisaragi or the men he had at his sides, but he could keenly feel the eyes of those men trained on him. He was also aware of another set of eyes staring at his back, knowing well that they belonged to the young SOLIDER second.

He couldn't help but be perplexed by the young man. Ever since their first night in Wutai during this mission, the teen acted differently around him. Sephiroth would feel those eyes on him, and he couldn't help but feel confused. He was still unable to understand what had spurred the young Second to come to his room and express his frustrations. Most of all, he could not understand why the youth seemed to be agitated, not at him but at things said _about_ him. Sephiroth had never been bothered by the way most in Shinra spoke about him, and as far as he was concerned, what they all said was truth. Because he, himself, never saw anything wrong with it, he could not piece together why this young man, who knew nothing about him, would be so angered.

After Shinra and the Emperor bid each other farewell, Sephiroth took his place at the forefront of their small group. The Turk stepped up to the blond's side, while Fair brought up the rear. Something in the back of his mind hoped that the teen did not become too distracted as they left the city. He didn't want to have to go searching for him, and it wouldn't do for a SOLDIER operative to get lost in what was still considered enemy territory.

o0o

As expected, the helicopter was at the designated location as instructed, and the young Vice President and his Turk were the first to board. Sephiroth turned his head to the young SOLDIER and locked eyes with him, mildly intrigued that the Second met his gaze. He motioned for the brunette to board, and he obeyed without protest. As before, Sephiroth was the last to board the helicopter before the Turk gave the signal for takeoff. He took his place sitting across from the Turk and the young blond, but that meant that, despite having a bit of distance between them, he was sitting next to Fair.

Through the entire flight back to Midgar, Sephiroth sat completely still, his arms crossed over his chest. He made sure to not let his eyes stray, keeping them downcast and hidden behind his bangs. However, throughout the flight, he was often tempted to glance towards the young man seated beside him, especially when he could sense the SOLDIER sneaking glances over at him. If he hadn't been so extensively trained, Sephiroth would have likely shifted in slight discomfort. He wasn't fond of having people gaze at him for extended periods of time, having to endure enough of it in public whenever he was forced to venture into the depths of the city. It was even worse when he had to go to his mandatory "visits" to the labs; there was something much more disconcerting about having eyes rove over him belonging to someone who knew him not as a warrior of unsurpassed skill, and not as the untouchable idol to the masses, but as nothing more than the mere experiment even he saw himself to be.

However, when Fair looked at him, Sephiroth did not see the look of wonder and fear of the masses. He did not see the cold and calculating leers of the scientists that had designed him. What he saw was vastly unfamiliar, and he could not begin to place it; that was what unnerved him most. The young man seemed so very outgoing and so easy to read, but lately, that was not so whenever his gaze strayed. With that thought in mind, Sephiroth finally allowed his eyes to glance ever so slightly to his side, and as expected, those bright mako-infused eyes were trained on him.

Almost as soon as he locked eyes with the SOLDIER Second, the young man averted his eyes as if trying to make it look as if he had not been staring. Though becoming increasingly confused, Sephiroth simply turned his gaze back to his crossed arms, and within a few minutes, he could feel those eyes on him yet again. This flight was turning into an odd experience, indeed.

o0o

The helicopter landed on the Shinra building helipad in late afternoon. Upon landing, Shinra and his Turk were the first to disembark. Nothing was said as the two left the helipad, leaving Sephiroth and Fair alone by the aircraft. They stood silent for a moment before the younger of the two attempted to speak.

"So… uhm…"

Sephiroth turned his head at the sound of the young man's voice and just managed to catch him glancing away.

"Yes, Fair?"

"I…" Fair paused as if he wanted to say something, then he simply sighed. "Guess I'll see ya around, sir."

And with that, the young man walked away from the helipad, leaving Sephiroth to watch him, puzzled. When he was out of sight, Sephiroth blinked before he briskly left the landing site as well, intending to return to his normal routine.

o0o

For the next few days, Sephiroth set about his normal duties. Most of his time was spent in his office, looking over assortments of mission reports. When he finally deemed his work complete, he would retreat to his quarters, usually at an hour most would find unreasonable or even insane, and sleep only to wake at an early hour to do the same all over again. He did not see hide nor hair of the peculiar brunette Second for some time after their mission to Wutai, which wasn't at all out of the ordinary. However, nearly a week since returning from Wutai, he inevitably crossed paths with the young man.

He received a mail from the Director, requesting to see him for briefing on a mission. For a moment, he had a strange feeling, like a distinct weight settling in his abdomen at the thought of what the assignment could be. Nevertheless, he left from his office and briskly made his way to the elevators. Halfway down the hall, he picked up the sound of two voices, one he was not familiar with, but the other easily recognized. However, he did not slow his pace, even as the owners of the voices entered his line of sight.

For reasons unknown to Sephiroth, Fair had ventured to one of the many office floors, and he was accompanied, it seemed, by one of his fellow Second Classes. The two were deep in conversation when Sephiroth strode past them; he didn't notice Fair go quiet and turn as he went by, so he didn't notice the young man mutter a hasty goodbye to his friend before hurrying to catch up to him. He did, however, quickly notice a set of hasty footsteps approaching from behind, and was moderately surprised when he turned his head and saw the brunette as he slowed his pace to walk beside him.

"Hey, Sephiroth," he greeted in a light tone.

"Fair," was Sephiroth's reply.

Sephiroth's pace had not slowed at all, but he noticed that Fair was able to keep up with him quite well. They remained silent for a moment as they walked, Fair because he seemed to be grasping for something to say and Sephiroth simply because he had nothing to contribute to the conversation.

"Where ya headin'?" the Second finally asked.

"I have orders to report to Director Lazard for briefing on a mission."

"What kind of mission?"

"I will know that once I report to the Director."

"…Oh."

Sephiroth expected it to end there. Seeing as how he was clearly not an active participant in the conversation, he expected the young man to be deterred by his silence or his very brief responses. However, he was surprised when the Second spoke up again.

"Well, um, after your mission, wanna maybe hang out?"

The question surprised him even more. No one ever expressed a desire for his presence unless they were in some sort of danger. He was not designed for the purpose of socialization, and so had not been taught how to effectively interact with others while he grew up. Aside from formal meetings, speeches he was occasionally forced to give to new recruits, and the basic interactions that came with giving and receiving assignments, Sephiroth was, at best, awkward in any other social situation. Due to this, he essentially avoided unnecessary conversation. However, for some reason, he could not bring himself to simply brush Fair off.

"I will most likely have further duties to attend to when I return."

"Like what?"

"Mission reports."

He didn't see Fair's eyes widen in something akin to alarm.

"They make you do _paperwork_?"

Sephiroth had not been expecting the teen's reaction. Paperwork was simply a part of his duties; while he did not enjoy it, it was just one of things he was responsible for. It was certainly not the worst thing he had to do.

"Yes," was his curt reply.

The brunette made a face. "Well that sounds boring."

Sephiroth had no reply for that. He was under the impression that _work_ was not meant to be entertaining. It was a job, a responsibility; whether it was fun or not had no bearing on his performance. He would do his work regardless of any quality of entertainment it offered. However begged the question: Why was Fair concerned about _his_ workload? More importantly...

"Fair… why are you even speaking to me?"

It wasn't meant to be insulting, nor was it meant to indicate that he did not want the young man speaking to him. Surprisingly, Sephiroth found that he did not mind Fair talking to him at all. He was different, actually _wanting_ Sephiroth to talk to him regardless of the response. But... why?

"Well… aren't we friends?" the SOLDIER asked, tone matter-of-fact.

Sephiroth almost stopped cold. _Friends_? Only Angeal and Genesis had ever considered him a friend, and they were the only two in his life that had ever been as such to him. To hear this young man, who barely knew him, say that he held him in such regard was astounding to Sephiroth, and he had no real idea how to respond or how to even _feel_ for that matter.

"Why would you think that?" he simply asked.

"Well we've been through some stuff together," Fair said with a shrug, "and we're talking… seem to be holding decent conversation. So… I don't see why not."

By this time, the two were no longer walking, but rather standing in the hall, just the two of them. They were both silent for a moment, neither really sure where things would go. However, Fair broke the silence with a clearing of his throat.

"Well, um… If y'ever have any free time, maybe we can, y'know, hang out sometime," the Second offered, rubbing the back of his head. "I'll see ya later, sir."

With that, Fair began heading in the direction he had come from, no doubt to locate the SOLDIER he had been talking to earlier. Sephiroth said nothing, unable to find a suitable response to the young man's words. He simply turned and resumed making his way to the elevators; however, something in him made him pause briefly and turn to glance behind him. For a moment, he watched the young man's retreating back thoroughly perplexed at what had just transpired between them. However, he quickly realized that he had little time to dwell on such things, and turned back to continue on to his destination. He did not notice Fair turn to glance his way mere seconds later.

o0o

"Ah, Sephiroth. Glad to see that you made it," Sephiroth heard Director Lazard say as he entered his office.

He looked up to see the blond man seated behind his desk, leaning forward with his elbows resting on its surface, finger laced together close to his chin. Sephiroth was quite familiar with this characteristic pose, an interesting habit when the man was relatively deep in thought. He locked eyes with the man as he lowered his hands to rest on the desk's surface.

"I apologize for my tardiness," he returned, but before he could begin to explain himself, the Director held up a hand to stop him.

"There's no need. I know the higher-ups tend to give you 'extra assignments' frequently."

Sephiroth merely nodded. There was no need to refute what the man had said; after all, it was essentially true.

"All of that aside, Sephiroth," Lazard began, sitting up straighter. "As you know, I have a mission for you."

He nodded again.

Lazard made a noise akin to a sigh and looked down at his hands. For a split second, Sephiroth's brow creased in confusion, and he felt strangely uneasy.

"I want you to investigate Banora."

Sephiroth felt an odd clench to his chest, and his body tensed slightly.

"I had staff dispatched to the location, but contact with them has been lost," the Director explained. "It is… suspicious."

"You believe it to be Genesis's doing? Or Angeal's?"

"I'm sorry, Sephiroth, but it is doubtful that it could be anyone else," Lazard tried to reason. "We have attempted to contact Genesis's family… they are keeping silent."

Sephiroth could only nod, the curious knot tightening further.

"I am not to simply search for them." There was no question about it; he knew that the company would not have _him_ sent to verify whether or not one or the two of the deserting SOLDIER Firsts were hiding out in their hometown and leave it at that.

The Director's eyes fell shut and he shook his head almost somberly.

"I'm afraid not," he said, bringing a hand up to push his glasses up the bridge of his nose. "They could likely become a grave threat to the company. Unless you can convince them to return, if you locate either or both of them… they must be eliminated."

That tightness seemed to spread through his body, down into his stomach and up into his throat. He brought his gaze down and away from the Director's face. He would have to _kill_ his best—no—his _only_ friends. Of all the decisions in his life he had to struggle to make, this was by far the worst, and the thought of likely having to destroy either—let alone _both_—of them unsettled and… actually pained him. His mind seemed to race, so many images of his friends, when they could still be called such, flashing almost all at once. The two had so readily accepted him all those years ago because they were all so similar, in a class of their own. At some of the worst moments in his life, Sephiroth could remember them being there, how they looked at him without any fear, any scorn...

Then his mind abruptly turned to another, a SOLDIER Second with messy black spikes.

_Fair_, he thought.

That is why the young man could hold his attention, why Sephiroth felt so perplexed by him; he was so much like _them_. Fair looked at him as they did, interacted with him as they did. But he could not help but think that there was… _more_ to it than that.

Mentally, he shook his head. It was not the time to ponder on the Second; he had a mission to focus on. With that thought, something clicked in his mind.

Fair had been a student to Angeal, and the man would often speak quite fondly of the young man. And Fair clearly thought very highly of his mentor, if his reaction in Wutai had been any indication.

"_Angeal wouldn't betray us! Never!"_

The Second had been so adamant. He had such faith in Angeal, faith that even Sephiroth was unable to muster. Perhaps Fair would have a better chance of convincing Angeal, and while the Second likely did not know Genesis very well, if at all, provided he could convince Angeal to return, Genesis would doubtless follow suit. The two Firsts once told him of how they grew up together—they were clearly close and shared a bond that Sephiroth could never hope to forge. Genesis tended to listen to Angeal sooner than he would anyone else, which is why Sephiroth felt confident that Angeal could convince the auburn-haired man to return with him. However, Sephiroth was not at all confident in his own ability to negotiate; it was a distinct possibility that he would fail in bringing the two back alive, and he would not be able to bear terminating them as the mission demanded. Fair had a much better chance, in his opinion, of succeeding. Mind made up, he announced his decision.

"I decline."

Lazard's eyes visibly widened, and understandably so, as Sephiroth never refused an assignment. His life was literally SOLDIER—he was designed, raised, and trained for the purpose of being the Shinra's greatest weapon. That aside, Sephiroth took his duties very seriously, and so took his orders and followed them through with the utmost efficiency. To hear him blatantly refuse such an important mission was unheard of.

"Need I remind you, Sephiroth, tha—"

"As my ranking entails, I am well within my right to refuse an assignment," Sephiroth cut in, pausing briefly before continuing. "However, I do understand the gravity of the situation, and… I believe I know of an operative who would be better suited for this mission."

The Director had an incredulous look in his eyes, but said nothing, merely nodding for him to continue.

"I would like SOLDIER Second Class Zack Fair to be sent in my place."


	5. It Will Be a While

And here we have Chapter 4!

I finished this a LOT quicker than I thought I would. I wrote all but the first three lines at home after I finished finals, and home isn't really a great environment for thinking and writing. Family can be a bitch sometimes… But, amazingly I managed to finish it.

The chapter is actually a lot longer than I thought it would be. I was very surprised once I go to a certain point and realized that I had exceeded 4000 words, then once I finished I was amazed to find my word count—prior to editing—to be 6789(XD); my only hope is that I didn't bog down on detail. Skiba, who always proofreads my work, seemed to find it acceptable, so I guess the length isn't too bad, and now that things are actually beginning to happen, the chapters will likely be longer, but hopefully they will be consistent.

My hope for this chapter was to create a building up or sorts, the beginning of something between Zack and Seph. As always, I welcome tips and advice on things I could improve on. Enjoy, peeps!

Pairing(s): (WE ACTUALLY HAVE SOMETHING FOR THIS! OMG!) Mentions of Kunsel/Zack

Warning(s): SLASH, Solo (thaaaaat's right, folks. The story is beginning to earn its rating!)

**Don't own it. Let's get on with this sheet!**

* * *

He had never departed from a mission so thoroughly shaken.

While he had been taught to be prepared for anything, Zack would have been lying if he said he'd had even slightest inkling of what would transpire on his last mission. It seemed as if everything that could have possibly gone wrong had, and now a small, quiet village—the home of his mentor—lay engulfed in flames, all because of a SOLDIER's desertion.

It felt oddly surreal; even as he looked out and over the burning ruins, some part of him, in the deep recesses of his mind, refused to believe it was real and that it was all some fucked up dream. But… it wasn't. He clearly recalled the way his body trembled with the ground as the bombs laid waste to Banora. He could still feel the heat on his skin from the flames as they consumed all they touched. He could still feel his heartbeat in his ears, the sick turning in his stomach. This was no dream. It was an all too painful reality.

Even as the ruined village fell from view, the image was burned into his mind; it certainly wasn't the only one, and he knew it would not fade for a long time, if at all.

It wasn't supposed to end this way. He'd been so _confident_ that the mission would be a success, that he'd be able to return to Midgar with the two SOLDIER Firsts in tow, and that everything would be all right. A bit overly idealistic—bordering on childish, really—but Zack had always been an optimist. He'd had faith in his abilities… he'd had faith in Angeal.

He turned his gaze away from the outside—now mostly a wide expanse of ocean—and down to his hands. He caught sight of the feather that lay in his palm, nearly invisible next to the black of his glove, and his thoughts went to auburn-haired First that it had come from. Anger stirred in his gut, and his hand tightened into a fist, crushing the delicate barbs in his grip. It had been _his_ fault.

"_We are… monsters."_

Those words rang clear in his mind, repeating like a cryptic mantra in an infinite loop, spoken only moments before a massive black wing burst from the SOLDIER's back. Zack had been left to watch dumbstruck as the man spoke once more before he disappeared into the clear sky, leaving nothing but a shower of dark feathers in his wake.

"_We have neither dreams nor honor."_

As quickly as it had come, the anger melted away, and his heart clenched. A lurid scene flashed behind his eyes and with it, the sick feeling returned all the stronger. He once again saw his mentor standing in the center of his own home, standing over the body of his mother, who Zack had spoken to not long before. He recalled the anguish, the fury, the sense of utter _betrayal_ he had felt in that moment and they assaulted him once again, all at once and none the weaker.

"_What the hell did you _do_, Angeal?"_

It was strange that his knuckles still hurt from when he struck the man. He had said nothing, just allowed Zack to slam him, to strike him as if he were taking a punishment he thought he deserved. But the older man hadn't said a word, had not tried to explain himself or even attempt to justify what he had done, and it only fueled Zack's rage. He spoke only after Zack punched him in his jaw hard enough to send him to the ground, but the First's words had done nothing but bring about more questions than answers.

But nothing, _nothing_ had compared to the pain of watching Angeal turn his back, watching him walk away. He had tried to give chase, but Genesis had brought him down and taunted him with verses from that _gods-damned book_. The hurt had ignited into rage at the auburn-haired man then, and he had scrambled to his feet to face him. He'd had every intention of taking him on despite his obvious superiority; if he could not bring the man back peacefully, he'd do so by force, or kill the man before he could do more damage… though Zack had known in the back of his mind that the mission would end in failure, that he would not be bringing the SOLDIERs back.

"_I don't see Sephiroth today, but… are you game?"_

And then it clicked.

_Sephiroth._

The anger came back, only this time it was aimed at the silver-haired First. The man had refused the mission—a right given to a First Class SOLDIER—but he had assigned _Zack_ to the mission in his place. What had he been _thinking_?

A part of him blamed the man for the mission's failure. Sephiroth had known the two men, had known how powerful they were. Surely he _knew_ that Zack, a mere Second Class, would have been no match for them, that he was likely to fail. It was _his_ fault! It was _his_ fault that the mission failed, it was _his_ fault that two powerful SOLDIERs were allowed to escape unscathed, it was _his_ fault that Zack's mentor was gone… and it was his fault that Zack had to bear this horrendous pain.

He was dimly aware that he could feel his nails biting into his palm through the glove. He could feel the tendons being pulled taut and they hurt, but Zack didn't bother with it. The pain—both physical and emotional—was deadened by this new rage, perhaps now because there was someone else to blame… even though deep inside he still blamed himself. A million questions raced through his mind, all of them so fast that he could barely comprehend them—all of them except one.

_Why did he choose me…?_

"_Those two were Sephiroth's only friends."_

His fist relaxed of its own accord. The anger faded just slightly, and his mind was just a bit clearer. _His only friends… _And he remembered what Tseng had told him, why Sephiroth had not wanted the mission, and why he chose Zack to go in his place. The SOLDIER had not wanted to fight the ones he cared about, had not wanted to potentially face killing them… He honestly couldn't blame the man; hell, he might have done the same thing if put into such a situation.

"_I understand now why Sephiroth chose you."_

Perhaps Sephiroth had believed in him… the same way Zack had believed. Perhaps he too had had faith that Zack would return with the two men alive. Under any other circumstance, to know that the great hero Sephiroth had put his faith in him would have made him uncontrollably giddy, but as it stood it only served to make him bitter with himself. He worried what the First would think of him because of his failure, and while anyone else be terrified to think that Sephiroth would think badly of them, it bothered Zack a great deal… possibly more than it should have.

o0o

Zack spent the rest of the flight back to Midgar deep in thought, emotions darting between anger, shame, sadness and back again. When his feet touched the solid steel of the helipad, he suddenly felt drained, as if all of the energy had been sucked out of him and into the cold air around him. He took a breath, almost relieved to be back in the city, back at Shinra, but the feeling was fleeting at best. He stood in place for a few moments more, watched Tseng leave without a word, and he finally trudged his way into the building and straight to his apartment.

o0o

Once at his apartment, he went straight into his bedroom, removing all but his pants and collapsing onto his bed. He stared blankly up at the ceiling, mind still a jarring kaleidoscope of words, images, and emotions. He wasn't sure what time it was when he finally turned his gaze from above to the window out into the city. His thoughts so consumed him that he wasn't even aware of it when he fell asleep.

o0o

Zack didn't feel much better when he woke the next morning. The thoughts that had plagued him the day before had continued their assault well into the night, making his sleep restless, something that didn't happen often. Drowsily, he reached his hand to the bedside table to locate his handset. It took him a moment to remember that it wasn't there, and his hand automatically went to his pocket, fishing for the device. He pulled it from his pocket and checked the time before letting it fall onto the table, then got up and disappeared into the bathroom to shower.

o0o

Sometime later, Zack found himself on his couch staring at his bare feet. Not a thought seemed to pass through his head, and he found a strange comfort in that. He would have to begin his mission report and have it submitted before too long, but he really did not want to relive that fantastic failure for as long as he could possibly put it off. So he just sat back on his couch and turned on the television; while Midgar cable absolutely sucked, it provided some welcome background noise, making it easier to keep himself distracted for a time.

He passively flicked through channels for a while, before he settled on something and just let the TV drone on. After a while, however, restlessness set in, and he felt a need to move but no real desire to leave his apartment. After a bit of shifting and fidgeting, he started doing squats in a random spot in his living room. With his restlessness, it became harder to keep his mind clear, and he fought to allow it to wander but keep it in check at the same time. He worked out until his legs began to cramp before standing to check the time and get something to eat.

There was a brief respite before he was back on the living room floor, the electronic droning still filling the room. He started with pushups, mind blank and full of sweet white noise. Crunches came next once his arms began to stiffen; he wasn't sure just how long it had been or how long he would continue, but he was sure he'd keep going until his body locked up and couldn't continue. While not the healthiest choice to make, Zack couldn't bring himself to care; he needed to be doing something, he needed the distraction.

However, the fog that had shrouded his mind suddenly dissipated when his ears caught the name of a certain SOLDIER.

He stopped abruptly and just slowly sat up, peering at the screen. It was a news story on one of the later missions in Wutai, a mission _he_ had been involved in.

_Sephiroth._

And it all came flooding back. Every thought, every word, every image he had tried so hard to ignore invaded his mind so suddenly and all at once that he was almost stunned. As it was, he was left staring at the screen unseeing, listening to the droning of the reporter but not really hearing it. He was only aware that the story seemed to go on for too long, and each time the silver-haired man's name came forth, that knot that was beginning to settle in his belly would wind up just a little bit tighter. He could have turned the television off—he probably _should_ have.

He didn't.

Each time the name met his ears, the mission played back in his head, the anger at the man returned, and then it would be quashed in all of a split second… only for it all to start again the next moment he heard that name.

_Sephiroth._

There was no point in putting off that report now.

o0o

Zack didn't make it a habit of getting his reports done early by any means. He tended to do very well on his assignments, but when it came time to do post-mission reports, he often got distracted and required a good reprimand from Angeal before he got his ass in gear. But this time was vastly different. He was not distracted by random surges of energy and desires to go out into the city or into the training rooms to "train." He wasn't fidgeting on his couch or on his bed while he tried to work. He wasn't distracted by thoughts of what he'd do once his report was finished. Most of all, there _was_ no Angeal to tell him to focus on his task.

A huff of frustration left his lips for what seemed to be the hundredth time, and he ran a hand over his face. There was little reason for the report to be that hard to complete. He remembered everything with startling clarity, and could easily recount everything from arrival to departure. He had been doing it in his head for two days already, over and over as it refused to leave him. Normally it would be easy to remedy his problem; all he'd need to do is go find a spot and do squats or something to burn off the excess energy. As it was, he _had_ no excess energy to burn. He didn't fidget in place—hell, he felt no real desire to leave his spot.

But whenever he made any progress on his report, once his train of thought was on track and he'd shut out everything around him, it would take only a few minutes before his thoughts were abruptly derailed; all because of _him_. Since the mission in Wutai, Zack had begun to think about the man more that he had before, but since leaving Banora, the universe seemed hell-bent on keeping the silver haired man in his thoughts. It was becoming increasingly frustrating, and he had no idea what to do about it.

Zack tried once more to focus his attention. He imagined Angeal's voice chastising him for not focusing on his work, telling him that if he hoped to make First, he had to zero in on what was important. But it was far too easy to transition from that thought to the image of Angeal as he stood over his mother, then as he turned his back and walked away. From then on, the mission played back—no important memory faded out in the least. He let his head fall forward a bit and let his eyes close, focusing.

_Focus. Focus. Focus… _

Within moments he was back to work, relaying everything important that transpired during the mission. It all passed through his head so fast, kept replaying again and again, so he was able to explain everything in the necessary detail. However, his train of thought would inevitably meet the same fate it had each time prior. He was thoroughly engaged, hardly aware of anything else, then it took only the briefest flash of silver behind his eyes and it all came crashing down.

His mind's new focus was the silver-haired First. He had been to blame for Zack being in this predicament in the first place; now the man wouldn't even allow him to complete the necessary mission report that was due in only a few more days. It may not have been entirely reasonable for Zack to blame the man for his own _thought process_, but he was becoming much too frustrated. His body was wound so tight with tension that he couldn't alleviate; his mind was on near overdrive, a mess of thoughts and emotions. All of it built up and just seemed to stress him all the more—what was worse was that Zack had essentially exhausted nearly all of his available methods of stress relief.

His options were fairly limited as it was. As a SOLIDER Second that strived to attain First Class, Zack couldn't very well afford to risk tarnishing his record. It was why he never took up Kunsel on those offers to go out drinking or fooling around at night clubs. He couldn't afford to be caught in such settings underage; it wouldn't look good at all.

His mind strayed back to his early times in Shinra, and the many alternatives he'd had when he was a cadet. Being surrounded by many pubescent young men had proved to be both odd and enlightening. They'd all had the same problems, though some were more than willing to risk admonition and go out to the many bars and clubs that Midgar had to offer. Kunsel was one of them, but he was more artful about it and had managed to avoid trouble. It was easy to drown in booze and women when there was so much of it around them.

Zack however, found that it was much easier to simply relieve his stress with other fellow cadets. Before leaving Gongaga, Zack hadn't really thought much about his sexuality. He'd been attracted to women; he still was, more than willing to flirt with a pretty girl. However, once he came to Midgar… he found himself looking at members of his own sex quite frequently as well.

He shivered when he thought back to the first time he'd ever kissed a man. His first kiss had been with a girl in Gongaga who he'd had a crush on; he had been too young though—back then—to really understand attraction. But in Shinra he'd learned to understand quite quickly, and what could be deemed as his first real kiss had been thoroughly invigorating. Naturally, he had been a bit awkward with more intimate sexual acts… the more he thought about it, the more he found himself reliving the first time he'd gone beyond kissing and light touching.

At some point, his documents had been pushed to the side, abandoned, while his pants had somehow been undone. His fingers were wrapped firmly around himself, stroking in a slow rhythm, the calluses on his hand providing a much desired friction. His head fell back, eyes fluttering closed, and he let his mind wander.

He thought back to the first time he and Kunsel had kissed. While he almost never saw his fellow Second's face when anywhere in the building—other than the barracks or their apartments—the man was actually rather attractive. The two of them had done quite a bit together, and while officially they were just good friends, they had been more than willing to give each other much needed release. Kissing the man had been an experience. Kunsel had sneaked alcohol into the building and had managed to convince Zack to drink a little with him. That "little" had ended with them both plastered and lying on Kunsel's couch with their tongues in each other's mouths.

His back arched and his pace quickened, a shudder going down his spine as he delved further into his memory. In their stupor, they had acted with a bit more abandon. Kissing became hungry exploration of each other's bodies. They all but tore their shirts in their eagerness to expose new skin. Lips were replaced by teeth and tongues, grinding against each other in a tangle of limbs and frantic movement. Hands moved in a desperate frenzy, both intending to touch every inch of the other before the night was done.

He trembled when he remembered the way Kunsel moaned; he had been quite vocal, but it may have been from the alcohol that flooded his system. Similar to his current situation, Zack hadn't the slightest idea of when or how they managed to undo each other's pants. All he remembered was that in a matter of moments, they both had hands wrapped around each other's cocks, stroking without any real rhythm. They had only wanted release; they said no words, merely losing themselves in a haze of booze and pleasure.

His body trembled and writhed, his strokes coming faster, and as his grip on himself tightened, his grip on reality loosened. He panted shakily through parted lips, and he imagined that it wasn't his hand but Kunsel's stroking him. His eyes opened, glazed with lust brought on by tension and a need to release; his head tilted down and he watched his hand stoke up and down over his flesh. He had done the same thing that night, watching in a strange fascination as both his and Kunsel's hands moved, and the man had moaned yet again. Just the memory of the sound sent a jolt through his groin that made him gasp and buck into his hand.

He could feel it; gods, he could _feel_ it! He could feel the knot in his gut tighten and tighten with every stroke. His muscles trembled and his vision blurred and he moved with abandon, uncaring of restraint. He needed this, more than anything before now. His breath grew shallow and that knot tightened all the more, but he was close, _so_ close. He could feel his orgasm grow closer, his body closer to just unraveling, and for just a moment he could soon revel in the short-lived but sweet oblivion that would follow.

His thoughts became nonexistent, his senses trained on nothing but his own ecstasy. He saw nothing, heard only his own breathing and pounding heart. He could feel that knot inside him begin to unravel—

—And then came that _gods-damn _flash of silver.

His mind turned so quickly and unexpectedly that it tore a gasp from his lips. His eyes flew open and he sat up so abruptly that his head swam for just a moment. Once again, Zack saw the SOLDIER First's face, and all of the sensations faded away. His muscles relaxed into their former state of tension, and he just sat there, hand still wrapped around himself, panting softly and unable to completely grasp what had just happened. He stared into space, and after a moment his hand fell away from his half-erect cock.

When he managed to collect himself, he uttered a soft curse and made an exasperated noise. He just could _not_ get a break. He put his elbows on his knees and let his head fall forward into his hands; a loud sigh left him, followed by a grumble.

"Guy can't even let me _jack off_ in peace…" he muttered.

By then his arousal had nearly faded, and he was left again in that annoying state of tension. There was no way he would be able to concentrate at all on that report, and he felt drained but thoroughly unsatisfied. With nothing better to do, Zack tucked himself back into his pants and stood up, intending to stow away in the bathroom and take a very long shower.

o0o

For the next few days, the same problem persisted. Zack struggled to finish his report, and whenever he grew distracted, he would attempt to do _something_ to clear his head so he could work again. Lather, rinse, repeat; his week was reduced to little more that an odd combination of work and various interferences.

He would still attempt to alleviate his stress with release whenever his tension reached a level where he could no longer take it. However, it ended the same way each time: he would come painfully close only to be taunted by the sight of the silver-haired SOLDIER in his mind.

Granted, the man was very attractive, and could have likely been an aid in his efforts of stress relief… if it didn't feel so utterly _wrong_. Sephiroth was a superior officer and was a good friend to his mentor. While there were likely many other operatives and cadets that could gladly get their jollies by thinking of the First in such a perverted fashion, the thought made Zack feel almost… dirty. He had failed that man, after all; Sephiroth had put a level of trust in him, believed that he could bring those men back, and he had failed. There was little right with the thought of having fantasies about him after that, not to mention all of the lectures on morality he had gotten from Angeal. He was sure there was one somewhere concerning the sexual fantasizing of one's superior officer…

But the gods seemed intent on keeping the man in his thoughts no matter the context, and so Zack was left to deal with it as best he could.

On the night before his deadline, Zack finally completed the report and could not have been happier. His stress level, while still a bit high, went down significantly with the knowledge that his duties had been fully attended to. All he had to do was make certain that the report was submitted the next day.

He did absolutely nothing for the rest of the day. The week had drained him, and he was perfectly content with just lazing on the couch; it was his reward to himself, since he just didn't have the energy for much else. He let his mind wander, thinking of what he'd probably do once his report was submitted. Perhaps he'd hang with Kunsel, train for a few hours in the gym, maybe fool around in the VR room. Once he got that damn thing out of the way, he was determined to do anything to distract himself. _Anything._

Out of nowhere—it seemed to be happening quite a lot as of late—that familiar and frustrating face flashed across his mind, and he made a discontent noise. Perhaps if he saw the man, talked to him, maybe it would put his mind at ease. He could only hope…

o0o

A few days later saw Zack standing in front of a closed office door. He didn't really venture into the office floors all that often; there was little business that needed a SOLDIER's presence that took place here. In fact, he wasn't even there for anything official. He honestly didn't know why he was there in the first place… except that he had a strange but nearly desperate need to talk to the man that was on the other side.

He briefly wondered what the man thought of his report. He knew that because Sephiroth had requested he be sent on the mission, he had to review the report before it was sent to the Director. He was sure his report was satisfactory—probably better—but he felt that there was so much left out that needed to be known. Angeal and Genesis had been Sephiroth's friends, and he wanted—no, he _needed_—to tell him… _something_.

After a few more moments of nearly pacing in front of the door, Zack finally stopped and raised his fist, intent on knocking. He hesitated. What would he say to the man once he got his attention? Would Sephiroth even want to talk to him? Would he even be _able_ to talk? Something about the man left him unable to speak up, something he never had a problem with before. He wasn't intimidated, though he knew full well that the SOLDIER could kill him with a flick of the wrist. There was just something he couldn't place, ever since he saw the man face to face in Wutai; whatever it was, it made him pause, rethink.

With a sigh he let his hand drop back to his side and trudged away from the office door feeling a bit defeated. This was going to be a bit harder than he thought.

o0o

It turned out to be a _lot_ harder for Zack to knock on that door. Every few days, he found himself back in front of Sephiroth's office, and each time, he tried to bring himself to just _knock_ and be done with it. Whatever need he had to talk with the man hadn't gone away; rather, it festered like an untreated wound and taunted him mercilessly. Whenever it became too much, he'd head back to the office floor with every intention of entering that office. But each time, he hesitated, and he was left anxiously pacing the hall in hopes of gathering the nerve to get the man's attention.

However, Zack could never seem to get his nerve back. After a few minutes of pacing, he'd try and fail at one last attempt before leaving dejected.

It didn't help that his mind continued to be plagued with thoughts of the SOLDIER; what was worse still was that they had begun to grow from suggestive to almost _lewd_ in nature, leaving him unnerved and—much to his near horror—vaguely turned on. He hoped that the thoughts manifested simply because of his stress and that they would fade once he could finally see him, talk to him. Something told him, however, that it was simply wishful thinking. It was likely that the problem was much deeper than simply being unable to talk with the man, but he clung to that hope on the off chance that the situation would eventually remedy itself.

So he continued to go to the man's office hopeful and leaving discouraged, only to try again a few days later. He had no idea that the man could actually hear him pacing outside his door until he stood in front of it one day, preparing to either knock or back out, and the door suddenly opened to reveal a tall man clad in leather, silver hair framing his face.

Zack jumped back a bit in surprise, and looked up into the man's face. Sephiroth stood towering before him, looking as he always did, calm and collected. There also seemed to be just the slightest bit of annoyance etched in his features. Normally, Zack was accustomed to annoying others and tended to brush it off. However, he could help but feel a bit… ashamed by the idea that he had been the cause of the man's agitation.

"Your pacing is becoming distracting. Do you have business with me?" Zack felt an odd stir at the sound of his voice.

"U-uhh yea-yes… sir!" He sputtered a bit, still startled from the man's sudden appearance.

Wordlessly, Sephiroth turned his back and strode back to his desk, but the door had been left open, a clear invitation for Zack to enter. He took the invitation and stepped into the office, the door closing quietly behind him. The silver haired man took his place behind his desk and motioned for Zack to be seated in the nearby chair. He sat down obediently and after a moment came to a realization: he had no idea what to say, where to start. He'd had this nearly overwhelming need to talk to Sephiroth, and when he finally made it into the man's office, his mind went blank.

He sat awkwardly for a while, sneaking glances at the man as he worked, trying to find some way to get words out. Sephiroth appeared as if he had forgotten his presence, but he knew otherwise; the man was fully aware of him yet didn't seem to want to bother with him—at least until he got to the root of why he was here. Restlessness set in after a while, and he was left shifting in place occasionally as he continued to get his thoughts in order. Zack struggled to stay still, not wanting to risk disturbing the man more than he already had, but the more he tried to keep still, the more his body seemed to want to move. This situation was not turning out very good; he was restless, he felt awkward, and he was sure that any moment Sephiroth would tire of his presence and he would be sent away before he could actually speak.

He hadn't realized just how fidgety he had become until Sephiroth at last spoke.

"Would you kindly stop?"

His voice had taken Zack by surprise, and it took him a moment to register what he'd said. "Stop what?" he asked.

"You have been moving about incessantly for the past eighteen and one-half minutes. It is quite distracting."

"O-oh…"

There was a sigh from the man, and Zack looked to see that he had set aside whatever documents he was working on and had turned his attention onto him. He resisted the urge to shiver when those eyes settled on him; up until recently, the man had not had this effect on him. He had never feel unnerved or intimidated but the man's calculating stare—then again, he'd never felt so oddly uncomfortable in the man's presence either. He almost broke eye contact before Sephiroth spoke again.

"You have obviously come to speak with me on a certain matter."

Zack didn't know what this man had done to make him so ineloquent, but something about him was keeping Zack from focusing. He stumbled over his words, trying to find a suitable response and get to the matter he had come to address.

"Speak up or leave, Fair," Sephiroth said after a few moments. His tone was not biting, though he could detect just a trace of agitation. "You have wasted enough of my time as it."

Despite the lack of severity in his tone, Zack knew that Sephiroth meant what he said. He would have to say something lest the man truly tire of him and make him go, and it was very doubtful that the man would be as accommodating next time around. He had to think. There had to be something he could say, _something_. He heard Sephiroth sigh in the slightest exasperation and he lost control of his words then.

"I'm sorry," he blurted suddenly.

Sephiroth's full attention was on him then; his expression was mostly unreadable, but Zack could have almost sworn that he saw a look of confusion pass over his features.

All the words came out then. Everything he had needed to say came spilling from his lips without much thought; it needed to come out. He had held it in for much too long, and it had caused him way too much grief. Months of frustration, confusion, sadness, anger, and stress seeped into his words.

Zack told him everything. The graves of Genesis's parents, Angeal standing over his mother's body, how he struck the man in his rage, the wing, the words, the pain, the fire, he told him _everything_. And all the while he continued to apologize; he apologized for failing the mission, for falling short of his expectations, for not bringing the men back alive, for not bringing them back _at all_. He could hear the emotion creeping into his voice, could feel a lump form in his throat that he did everything he could to keep down, but it didn't stop him.

He had no idea that Sephiroth took in every last word. The man sat silent, gazing at him with his full attention; had he been aware, Zack would have seen the confusion just beginning to show on his face, would have seen the way the man's eyes seemed to darken and how the tension in his body seemed to grow with every passing moment.

His voice had begun to crack when Sephiroth finally spoke again.

"That is enough, Fair."

Zack's brain finally snapped to attention, and he looked up. The First's head was tilted down, his face veiled by silver bangs; he could see the tension nearly pouring off of the man and couldn't suppress a shiver at the sight.

"…S-sir?" he ventured after one very tense moment.

"You have said enough, Fair. You are dismissed."

"But, sir—"

"_Leave._"

Zack flinched back as if he'd been struck. He could hear the strain in Sephiroth's voice, and it nearly scared him. He had never seen the silver-haired man as anything other than calm and collected. To see him nearly struggling to maintain himself was quite unnerving; however, he couldn't dwell on it for too long. The First clearly wanted him gone and while he wanted to question the man further, he knew well enough to do as the man said else he would wind up on the wrong end of his wrath.

So Zack wordlessly stood and made for the door, sparing one last glance at his superior. His face was still downcast, but Zack could see his face more clearly, could see the man's eyes shut and the tension on his brow. Another shiver worked along his spine, but he ignored it, leaving the man's office and shutting the door behind him.

Despite the uncomfortable encounter, Zack returned to his apartment feeling as if an immense weight had been lifted from him. His heart felt light, his head was clear, and when he shut his door he sighed, feeling a slight upward tug of his lips. He felt immeasurably better after his… vent, he supposed, though he still felt a lingering remorse for stressing his superior officer. However, he was not going to let him plague him that night; he wanted this feeling of relief to continue for as long as could.

Zack retreated to his bedroom, removing most of his clothing as he went. He flopped boneless onto his bed with a heaving sigh; the bed actually felt inviting in his good mood, a far cry from the lumpy, uncomfortable mess he saw it as on any other day. Slowly, his body sank into the mattress, his eyes falling shut just briefly, opening again as an image flashed behind his eyelids, another shiver passing through him. When his eyes opened again, they were just slightly glazed over as the thoughts he had tried so hard to repress were allowed to run wild. He let himself revel in them as they grew from mere flashes into images, and then into sequences. His body stirred and he shuddered, finally allowing himself to let go.

o0o

Weeks passed at a snail's pace. With the war in Wutai officially over, there seemed to be little chance of Zack being sent on any further missions. Extermination missions were often seen to by beginning Thirds and even those seemed to be in short supply. Despite the lack in manpower, there was just no real conflict anymore.

Zack was back to his normal restless routine in a matter of a couple of days after his encounter with Sephiroth. He trained, worked out, and occasionally joined Kunsel messing around in the building or out in the city. It was as if very little had changed at all despite the very obvious absence of his mentor, which he still could not allow himself to become accustomed to; he still held the belief that Angeal would return one day.

However, he had begun to notice a very clear change in himself. More often than not Zack's thoughts seemed to stray to his superior and as the weeks passed he had simply given up resisting them. He had felt something for one fleeting moment before he had left the man's office, and while he had yet to decipher what it was, he could not deny that he couldn't get the man out of his head for very long. At first, it didn't bother him; he was sure he was not the only one on whom the First could make such a powerful impression. However, as time went by, he noticed a… change in the way he thought of the man, and that was when he began to get unnerved.

It had concerned him his thoughts grew consistently suggestive. He had thought that after his talking to the man that the strange images would fade, and while they did for a time, they only returned all the more vivid. It left him confused and unlike the last time, Zack could not blame it on the superior officer; most of all, he had no one he could really talk to about it.

Briefly, his thoughts strayed to Angeal, and he wondered if this problem would have even risen were it not for his absence. He still hoped that the man would return, but he had begun to harbor some doubts of that happening anytime soon. A sigh left his lips at the thought; the whole thing would have been so much easier to accept if he just knew _why_ the man had gone. Angeal didn't do anything without good reason—Zack just wished he knew what that reason was.

"_Where did you go…?_"

Suddenly, he was jerked from his thoughts by his handset going off in his pocket. He went for it and had it at his ear in a matter of a moment.

"Zack here."

"It's been a while, Zack."


	6. Brief Distraction

And here it is, Chapter 5! Originally, more was going to happen in this chapter, but Skiba thought there should have been more emphasis on certain details, enough emphasis to where I was actually comfortable with splitting it up. This chapter may have been awkwardly long had it not been for that, and I am kind of trying to make thing consistent even though Skiba said it doesn't really matter.

I must thank Skiba also. She helped a whole, whole lot on this chapter especially when it came to Beta-ing (lol), so THANK YEW, SKIBA!

Hopefully, this chapter turns out okay. I kinda had my inspiration and overall creative drive shot down for a while, and I'm still trying to get it back. Chapter 6 should be better, and I plan on starting it tonight. Also, those who are reading this and have read **Broken Facade**, once I finally manage to transition into the main target scene in Part 3, it shouldn't be long before I post it up as well. And those who haven't read it, GO READ IT, I NEED FEEDBACK-also, I'd still like some ideas on where anyone would like to see it go.

Anywho! Enough pimping out my other fics, now to the important shit:

Warnings: None, unless one is shocked by Flirty!Zack... then there's your warning.

Pairing: Extreeeeeemely vague, one sided, kind of undesired Zack/Sephiroth, some Zack/Cissnei

**Don't own it people!**

**Enjoy!  
**

* * *

When Zack walked into Lazard's office, the first thing he noticed was a pair of familiar—quite annoyingly familiar—cyan eyes trained on him. Normally when a person stared at him, he opted to meet their gaze, but on this particular occasion, Zack had no interest in looking into those piercing eyes or at the silver-haired man that owned them. For whatever reason he had been called into the Director's office, he would take his orders and go; he wasn't really in the mood to deal with much else.

He strode past the imposing SOLDIER First, easily avoiding his gaze—easily missing the way the man's eyes narrowed as he passed—and approached the Director's desk just as the blond man was turning in his office chair to face him.

"Congratulations," Lazard began. "As of this moment, you're promoted to SOLDIER First Class."

That certainly hadn't been what he was expecting—another mission, maybe, but not a promotion, not _the_ promotion that he had been working so hard to attain. And strangely, he felt no surge of emotions—no happiness, no sense of accomplishment, _nothing_. It was stranger yet considering how overwhelmingly happy he had been the day Angeal had informed him of his recommendation. Still, he felt absolutely nothing, and he looked down at his hands, perplexed.

"Huh... I thought I'd be happier," he murmured, and he glanced up to see the Director's expression fall just a bit.

The room was silent for just a few moments before Lazard spoke up again.

"Understandable," he said, voice solemn, and he brought his arm up to rest his chin on his hand. "Too much happened too fast."

At that moment, Zack could hear the faint creaking of shifting leather, but nothing else. So the First wasn't leaving... Why was he here in the first place?

However, Zack had no time to dwell on that question. "Zack," Lazard's voice snapped him out of his thoughts. "I'm afraid I need your assistance again."

Instantly, Zack's attention turned to the silver-haired man behind him. He was leaning very slightly against the desk behind him, his arms crossed before him. Zack was inwardly surprised when the man's face remained downcast, half-expecting to see those eyes boring into him as he turned.

"Are you pushing another assignment on me?" He heard that deep voice sigh out and for some reason it made an ever-so-slight shiver travel up his spine. He barely repressed another when those eyes finally met his.

"My apologies," was the man's frank reply.

Zack's eyes narrowed just slightly; of course Sephiroth _had_ to play a part in this, just like the last mission. He honestly couldn't help but feel a stir of agitation. Hadn't the man put him through enough as it was? Hell, wasn't he putting him through enough _now_? For months, the silver-haired man had plagued his mind relentlessly, and while the more sensible side of Zack reminded him that Sephiroth really had no hand in his recent trains of thought, he still couldn't help but be a bit irked at the SOLDIER; it was easier to quell certain other, more questionable feelings anytime they began to surface.

"Whatever," he said, discontent oozing from his voice. A mission was a mission, and he was duty bound to carry it out regardless of circumstance.

He crossed his arms as he turned back to face Lazard, awaiting further orders. He could see the only slightly veiled sympathy in the man's eyes, and that made him wonder.

"I'll fill you in on the assignment, but before that," Lazard began, "go to the briefing room and change in a First Class uniform."

It took Zack a moment before he complied and turned to leave. This time, he made a point to meet the silver-haired SOLDIER's gaze as he left; his face was as unreadable as ever which was no surprise, but Zack fit him with an equally even stare as he passed him.

o0o

Were it not for keeping the Director waiting, Zack likely would have been trudging along to the briefing room. Knowing that his next mission assignment was—once again—Sephiroth's doing did not bode well for his mood. It hadn't been that long ago—during his first mission to Wutai to be exact—that he had been eager to get the chance to meet the man hailed as a hero. Joining the man on a second mission had only piqued his interest in getting to know him all the more, and he would readily admit that he would have liked to become friends with him. But now the man seemed to be present when Zack least wanted him to be, as if the gods themselves were making it so he could never hope to get the SOLDIER out of his mind.

At the thought, Zack's shoulders seemed to slump further as he entered the briefing room and made his way to his assigned supply pod. He removed his new uniform from its confines, slinging the pants over a shoulder. He held the shirt in his fingers, staring into the black weaving. Angeal wore the very same uniform... he'd always wondered why his mentor had never opted to wear his own unique uniform like his fellow Firsts. Zack once entertained the thought that maybe it was to prevent younger ones from becoming so intimidated. The uniforms worn by Genesis and Sephiroth set them so far apart from the rest of the men, proved just how high in rank they were, how powerful they were. Angeal however seemed almost at a more... tangible level despite the fact that he too was quite strong. Perhaps in seeing him, new recruits found assurance that their dreams were not so unattainable, their goals not so unreachable. Zack had certainly felt that way.

His thumbs brushed absently over the fabric. With his gloves on, he could not take in the feeling of the weaving, but he knew well enough that despite the memories invoked, the sweater that made up his new uniform would feel no different than the one he wore at that moment.

Zack let himself brood for just a bit longer before realizing that he was keeping his superiors waiting. He did not bother to look as he quickly shed his pauldrons and harness before setting about changing. In the back of his mind, he felt he should have perhaps opted for a place with a little more privacy; however, the only one who ever consistently visited the briefing room was Kunsel, and the two of them had seen enough of each other's anatomy that there was no real need for shame.

When fully dressed, he carelessly tossed his old uniform back into his supply pod where it would be removed, cleaned, and placed back into inventory. He gave himself a once over before heading towards the door just as one of the researchers entered. ...

o0o

He returned to Lazard's office as quickly as he could. While that crash course in materia fusion had been useful—though in all honesty, he had forgotten the majority of it—he didn't want to waste any more time than he already had. He strode into the Director's office, paying no heed to Sephiroth as he went, and stood before his desk.

"The company has decided to eliminate Genesis and his cohorts," Lazard said as he stood from his chair.

Zack remained silent. Though he couldn't help but wonder why the company would so quickly dispose of one of their strongest SOLDIERs so readily, it wasn't his place to object. In the end, it was probably for the better, although he did not like to think such a thing of his mentor's and Sephiroth's best friend. Zack knew there was little that could be done in the way of diplomacy, and it would likely lead to a needless loss of lives. He nodded briefly to show he understood but said nothing; there had to be more to it than that.

"This includes Angeal as well."

All that stuff about his place and objections went flying out the window in an instant.

"And you want _me_ to do it?" He was unable to hide the distress in his voice, and he was sure that it showed on his face as well. There was no way he would—no way he _could _kill his _mentor_!

"No, the Shinra Army will handle it."

"What about me?"

"They don't trust you."

Zack's shoulders sagged in defeat. It wasn't as if he could object. He could understand why the company wouldn't be able to trust him. Hell, if he _had _been assigned to the task, he wasn't even sure _he_ could trust himself to do the job. He had barely been able to stand facing the man in Banora; there was no way he'd be able to face him knowing that one of them wasn't leaving alive.

He heard footsteps coming from behind him.

"They believe your emotions will hamper your... judgment," Sephiroth spoke up behind him.

Zack bit back a growl as he nearly slammed his hands onto the desk and leaned forward. _Way to point out the obvious_, he thought sourly.

"Well of course!" he said, tossing his head to look back at the tall man. He almost relented and looked away when he saw the man turn to face him.

"That's why I am going too."

The tension he felt and most likely expressed all but increased tenfold at that statement. The very _last_ thing he needed was Sephiroth accompanying him on yet _another_ mission after everything he had just had to deal with. Not only did the youth have to deal with the fact that his mentor was going to have to be killed, but his first mission as a SOLIDER First Class would likely not go well because he was going to be distracted by the one man he couldn't get out of his head! Just glancing at him made all those... _lewd_ thoughts surface in one overwhelming moment, and hearing him speak only gave a voice to those images. Being in close proximity to the First was only going to prove to be disastrous, especially since he was going to be on a mission—and an important one at that.

Slowly, he stood straight and faced Sephiroth. The man gazed right back at him as if he were waiting for him to speak.

"To kill them?" Zack asked after a tense moment, his brow creased in an almost accusatory manner.

He watched the man, waiting for his answer but got only silence. However, he noticed the slightest upturn of the SOLDIER's lips; there was something he wasn't saying, something he was _hiding_. Zack narrowed his eyes just slightly.

Before anyone could say or do anything further, the room was suddenly bathed in red light and the deafening sound of the alarms filled his ears.

"An Intruder," he heard Lazard say over the noise.

He turned to the Director. "Where?"

"Close," the blond stated simply.

Lazard looked to the silver-haired SOLDIER. "Sephiroth, the President," then looked to Zack, "Zack, entrance."

The youth nodded and could barely hold back the urge to smile. "Yeah, you got it!"

He turned and ran quickly to the elevator, Sephiroth striding next to him. As grave as the situation was, Zack couldn't help but be glad for the brief distraction. He hadn't been in a serious battle in way too long, and this was just what he needed to vent his accumulating frustration.

The young SOLDIER paid no notice to Sephiroth as the two parted ways to attend to their duties; he rushed into the elevator and fidgeted the whole time down, his sword hand twitching every few moments. The decent to the main entrance of the building was relatively smooth, aside from it stalling suddenly a couple floors down. He had to resist the urge to take a look around that particular floor, knowing that his orders were to defend the entrance; it was likely that any intruders managing to make to higher floors would be dealt with by the other operatives.

o0o

When he made it to the lobby, Zack's excitement turned to alarm and confusion at the sight before him. It had been all but reduced to rubble, Shinra guards nearly in a panic as they tried and failed to hold off the attack. Zack's confusion only doubled at the sight of _what_ Shinra's men were trying to hold off. Anyone familiar with Shinra, especially those working for the company, could recognize its machinery, its robotic weapons being of an especially unique—and terrifying—design. But...

"Why the hell are Shinra weapons attacking the building?"

He watched in masked horror as man after man was shot down and very nearly _filled_ with bullets. He glanced at one particular Sweeper just as it took down two of Shinra security's men. In a flash another, smaller, _human_ figure appeared behind it. He recognized the unique design of its helmet and the red twin blades it wielded, and an image from his mission in Wutai flashed briefly before his eyes. It was one of _his_ copies.

_Genesis_.

The ex-SOLDIER First had to have been the cause of this, and Zack understood why Shinra wanted him destroyed. While he couldn't guess how one man, regardless of his strength, could gain access to and control of some of the company's strongest machines, it was clear that the man _had_ and bore no qualms with using Shinra's resources against it. The man had to be stopped, or else he'd only be allowed to wreak further havoc.

The youth's hand was instantly on his sword, and he brought it before him. Orders were orders... wasn't like he was gonna have to pay for any damages.

He rushed forward towards the Sweeper and the copy, easily sidestepping as the mech open fired. The copy moved at a speed comparable to his and lashed out with its blades. He dodged the first blade and blocked the other with his sword before quickly slashing at the copy itself, bringing it down as quickly as possible. The sweeper—though made of steel and therefore much less simple to destroy—was nowhere near as quick, so while it could take more blows, it was much easier to evade. He made quick work of the weapon and looked towards the now demolished entrance just as more clones and sweepers came barreling into the building.

He cursed as he raced down the wrecked steps.

_Sure are a lot of them,_ he thought. _No doubt they're all over the place... what the hell is he _planning_?_

Engaging the next wave of enemies proved to be much more difficult. They came in waves, and as soon as he had taken down a few, more had come to replace them. He also realized that Genesis had command of more than just sweepers as he watched small groups of Red Saucers glide along the wrecked floor, their bodies sparking menacingly with electricity. Zack nevertheless fought tirelessly. Admittedly, there was some part of him that enjoyed the chance to fight for real after being idle for so long, and he reveled in the opportunity that was being given to him.

He wasn't sure how long he was fighting, or how many of the attackers he had taken down, but he breathed a sigh of relief when the last sweeper fell and no more came to take its place. He placed his sword back onto his back and strode over the one of the fallen clones. He stared at it for a moment inwardly fascinated at how it looked no different from its comrades and at the fact that there were just so many of them. After a moment, the sound of footfalls met the young SOLDIER's ears and he turned, starting at who it was approaching him.

"S-Sephiroth!" _What the hell?_

The man strode briskly to stand before him.

"The intruders are Genesis copies," Zack said automatically as Sephiroth scanned over the bodies and wrecked machinery.

He heard the man make a noise and looked into his face. He seemed pensive, and Zack wanted to inquire as to what the man was on the man's mind. Clearly he knew something that he wasn't letting on.

"Hollander must be behind this," he said, but he seemed to be speaking more to himself than to Zack.

_Hollander?_ The name didn't sound familiar to him.

"Who's that?"

"A Shinra scientist," Sephiroth said, and Zack could detect a bit of distaste in his words. "He vanished after lifting the copy technology."

Well that explained why he hadn't heard of the man. Zack always found those guys in the Science Department—especially the ones responsible for overseeing mako injections and the additional boosters for SOLDIERs—to be a bit on the creepy side. But if Sephiroth was right and this guy was behind all of these copies...

"So you're saying this guy Hollander and Genesis are workin' together?"

Zack saw the man's expression darken just slightly as he turned away from him.

"Perhaps."

"But... what is it they're after?"

"Hollander lost his bid for the leadership of the Science Department," Sephiroth answered. By the contempt that seemed to seep into his voice, Zack certainly knew the silver-haired man's opinion on the matter. "He has borne a grudge against Shinra since. Revenge is likely his objective."

"That's just stupid," Zack scoffed. "You're telling me Genesis is supporting that idiotic cause?"

If that was true, he couldn't understand why. Why would a SOLDIER go against the entire company, endanger and kill so many people, and cause so much damage for some _nerd's_ personal gain?

Sephiroth's head tilted down. "I'd prefer not to believe it, but..."

There was something in the First's voice that Zack couldn't readily identify. There was no edge to the man's words, none of the disdain he seemed to harbor for the whole situation, and Zack felt his heart twinge in sympathy; he'd momentarily forgotten that the silver-haired man was being forced to fight against his best friends. He was sure that Sephiroth did not like the idea of another's petty grudge being the reason for that.

"Then don't believe it," Zack said simply.

Sephiroth turned to him, silent for a moment. He almost seemed to be trying to read him, eyes boring into him, and that feeling Zack tried to repress surfaced just briefly.

"Very well, I will not."

Almost instantly, the shred of emotion Zack had seen on the man's face was gone, and the stoic mask was back in place. Sephiroth brushed past him without a glance.

"Come, Fair. The copies have been sighted in Sector 8 as well." He paused and turned his head back to Zack, their eyes locking. He nodded ahead of them. "Let's go."

o0o

Zack was admittedly taken aback at the sight of Sector 8. Citizens were mowed down as they desperately tried to escape their attackers, the machines shooting wildly at what seemed to be anything that moved; it certainly looked a lot worse than he'd originally thought.

"This isn't good," Zack said to himself.

"We should split up."

He turned to the source of the voice, Sephiroth standing just a small distance from him. He nodded to the First, face set in determination.

"Understood!"

He turned his back, sparing one last glance at the other as he strode in another direction. He watched the man for just a moment—perhaps a moment too long—then sprinted in the direction of LOVELESS Avenue. That particular location was quite popular and was almost always bustling with people; there was no doubt that he'd find a lot of Genesis's forces there.

The square had quickly become deserted, people fleeing for safety as quickly as possible. Zack quickly approached the fountain, scanning for any signs of stragglers. He chanced a glance ahead and nearly skidded to a halt.

Two of Genesis's copies stood near the entrance to LOVELESS Avenue, surrounding a young woman—quite a pretty woman at that—and backing her into a corner. Zack growled in the back of his throat, hand reaching back and gripping the hilt of his sword.

"Hold on," he called. "I'm a-comin'!"

He charged forward... and almost headlong into a metal rod.

Zack just managed to stop short, very nearly stumbling as he did. He looked to his right and took in the familiar black suit, donned by a man with messy red hair.

"Sector 8 is Turk jurisdiction, _Slick_."

He hadn't expected to be intercepted by the Turks. While he knew little about their branch, he did know that they were almost never at the forefront of an operation, so to see them out in the open in the middle of a city-wide attack was cause for confusion. More importantly, they were stopping him from saving someone—that someone being a _really pretty girl_, he would add. And whenever there was a pretty girl in trouble, he just had to jump into action. Tseng's arrival just set him more on edge, and he was moments from rushing forward before he saw her suddenly take down her attackers with an enormous... something-or-other, then brush aside her hair and turn around.

"Okay...?" he uttered to himself in confusion... and then he noticed the suit.

_Another Turk? _

She was a Turk, and she was a girl, and she was a _Turk_, but most importantly, she was a _girl,_ and while Zack's most intimate experiences had been with other men, a part of him was still _very_ much straight. He loved looking at and flirting with women, and did so whenever possible. Plus, this new Turk was providing a very much desired distraction from another certain someone.

Whatever was being said amongst the three men around him was ignored until he caught the sight of them departing, no doubt to another area within the sector. He put his hands behind his head, watching them go.

"So now we're outsourcing to the Turks?" he asked, mostly to himself, not exactly sure what to make of the situation.

"SOLDIER's being stingy."

He shrugged. "There's a manpower shortage—huh?" He stopped short when he realized _she_ was speaking to him. He turned to look for the source of the voice and came face to face with the woman he had previously attempted to save... and gods, she was _even prettier_ up close. "You're a Turk, too?" he asked, though wanted to hit himself for how stupid that had to have sounded.

Luckily for him, she just smiled politely at him. "I'm Cissnei."

She was quite cute, with long, curly chestnut hair, and honey-brown eyes to match—couldn't have been much younger than him, either.

"I'm Zack, pleasure to meet ya," he readily introduced himself to her, unable to stop grinning like an idiot—his assignments, the attack, and the man he couldn't stop thinking about momentarily all but evaporated from his mind.

"Zack, aren't you on assignment?"

_...Dammit_. Tseng just _had_ to ruin the moment, much to Zack's disappointment, and Cissnei simply laughed quietly behind her hand. _So close._

Though Zack didn't want to cut his meeting short, he did have work to do, and he offered Tseng his help in taking care of the attackers. His objective had been to suppress Genesis and his copies, essentially the same objective as the Turks, seeing as how they were attacking the city. Of course the Turk had been ready to decline before Cissnei piped up, thanking him for his generosity.

She left for LOVELESS Avenue with a wink. Zack, taking her words as an invitation, followed, the popular street having been his intended destination in the first place.

o0o

Zack was actually fairly surprised to find the streets of LOVELESS Avenue just as deserted. However, he did a thorough sweep of every alley way in the area, not surprised to find people that had not escaped and were being cornered by rogue sweepers and copies. His enemies were no less difficult to take down, the only challenge being to find all of them and ensure the safety of anyone that had been left behind.

It didn't take him long to relocate Cissnei; however before he could have the chance to go back into flirty Zack mode, he noticed her struggling against a very familiar and unwelcome red-clad figure.

_Genesis?_

Zack instantly positioned himself in front of the female Turk; she had been injured, and he wasn't about to stand by and let that bastard do anything more. He glared at the auburn-haired man, his sword drawn, but he couldn't help but notice something off. The man was silent, and his face was blank. The Genesis he had met was not at all averse to running his mouth, and was very smug about it too. This... _thing_ he faced was not Genesis.

"Another copy," he growled.

He ordered Cissnei to stay back and charged. Aside from looking just like the original, this copy wielded a firearm, and was certainly stronger than the others he'd faced. Nevertheless, he was able to defeat it with only minor difficulty, having not quite expected the thing to possess the speed and power it had. Still, even if the copy had the deserting SOLDIER's face, it didn't seem to possess even a shred of his power.

Upon bringing it down, he noticed a familiar black wing burst from its back, and it made a last ditch attempt at escape. Of course, in its weakened state it was much too slow, and Zack was able to finish it off just as it lifted off.

He looked at the fallen creature in a barely veiled disgust as its feathers floated to the ground. His mind went back to Banora, and he was once again seeing Angeal's desertion, black feathers falling from the clear sky, and the bombs laying waste to a small, unsuspecting village. He barely noticed Cissnei approach and kneel down beside the body.

"When I was a kid, I always wanted wings," he heard her say. "You know, like an angel."

He looked down and noticed her brush finger tentatively over the limp wing. The sight of the wing made him shudder and he turned away.

_An angel?_ he thought. No, that _thing_ was no angel, _Genesis_ was no angel; he claimed himself to be a monster, and Zack was beginning to believe him.

"If people had wings... they'd be monsters," he muttered darkly.

He didn't see the look in Cissnei's eyes as he said that. "Wings symbolize freedom for those who have none," she explained lightly. "They don't symbolize monsters."

For some reason, hearing her say that brought a smile to his face, and he laughed softly. She sounded so certain and that conviction somehow put his mind at ease. He turned back to her, and she must have noticed as she smiled in turn.

"SOLDIER First Class indeed," she marveled at him, a coy look in her eyes. "A very impressive show of force."

"Unlike the Turks, we folks at SOLDIER are paid to fight." He smirked at her, as flirtatiously as he could, and she waved her hand at him.

They exchanged words for a short while, but Zack wished they could have talked longer. She was proving to be a welcome distraction to all of the things that were bothering him, but Zack didn't just see her as a way to forget his troubles. Though he'd just met her, there was something about her he genuinely liked.

"Well, I'm off to my next job," she finally conceded, and he was sure his face fell at the notion. "Don't you have another assignment, too?"

"Assignment... Yeah, I do..." He sighed heavily, as he _really_ didn't want to get back to what he was doing. Because that meant he'd have to face Sephiroth again, and he'd just finally succeeded in getting the man _out_ of his head.

"I'm sure we'll see each other again." She smiled one last time, then turned to leave.

He watched her retreating figure, shamelessly watching the swing of her hips. There was no one around to see him staring, which was good because he wasn't exactly good at being discreet. That smile was still present on his face, his talking with her lifting his mood. However, he was brought out of his blissful thoughts at the feeling of his handset going off. Upon taking it from his pocket and checking the caller ID, the smile fell from his face, and all those happy thoughts were gone.

_Goddammit!_

He quickly calmed himself before answering. He didn't have the chance to say a word, the man he knew was calling speaking almost immediately.

"Once Sector 8 is clear, come to Mako Reactor 5." That voice once again made a shudder go up Zack's spine, and his mind instantly filled with images of the man, images that he was actively trying to suppress.

"Did you find something out?" he asked, voice just slightly clipped, but luckily it didn't crack.

"Angeal has been sighted."

He wasn't sure whether to take that as good news or bad. On one hand, Angeal was close by, _alive_. On the other hand...

"So it's search and destroy?"

"The army is mobilizing, but there is still time," Sephiroth said. "You and I will find them before they do and—"

"And _what_?" He honestly didn't think it was very wise to yell like that at the man who was still his superior, but he couldn't help himself. He was still stressed with the whole desertion situation and he'd not long just met a nice girl, only to be practically _cockblocked_ by his superior officer, who just happened to be the focal point of all the fantasies brought on by his teenage male hormones. There had to be some kind of term for th—

"...Fail to eliminate them."

That brief moment of anger faded when those words met his ears. Zack was almost sure he could hear the smile in those words, and he smiled too in spite of himself. Obviously, Sephiroth did not want to harm the deserting SOLDIERs and appeared to have a plan to buy them more time. That would explain the seemingly devious smile on his face in Lazard's office. Maybe the silver-haired man wasn't too bad.

"For real?" he said hopefully.

He almost thought he heard a deep, quiet chuckle on the other end of the line.

"Yes, Fair. 'For real.'"


	7. Angel's Wings

And Chapter 6 is COMPLETE! *Victory Fanfare*

And it's only been like two weeks! I'm on a roll people!

So finally shit's beginning to happen; about time, am I right? Won't be too long now before that Seph/Zack you all came here for comes in full swing. Still, we got more to cover before then, so just keep bearing with me. Next chapter may not be so quick to come, sadly. That particualr part in the game, while bearing an importance in this story, was one part that had me so very, very bored. I'll definitely need Skiba's help on it.

Speaking of that dumb little cat, I must thank her some more for her editing and her motivation... and her dealing with my emotional shit.

Well, here's the important stuff.

Warnings: Violence, language, some tension

Pairings: None...

As always, I love getting reviews, and I'm grateful for all of them. Thanks to everyone who has reviewed so far!

**Don't own it!**

Now let's get on with this!

* * *

SOLDIERs were required to be familiar with the layout of Midgar's mako reactors; they were the source of the city's power and vital for the function of nearly everything used by the populace. It would be no surprise, then, that any damage inflicted upon one was a potential threat to the company, and SOLDIERs were responsible for suppressing any major threats, including attacks on the reactors.

Zack had never ventured so deep into the innards of one before, but he knew from his training that they all followed a similar basic layout. When he could not find Sephiroth in the upper levels of Reactor 5, he went further down until he was close to what he believed was its core. It was nothing but pipes and grating, all of it bathed in the eerie green of mako, but there was no Sephiroth in sight.

He looked around for any sign of the silver-haired man, but he found none. Making his way forward, it didn't take long before he felt the hairs on the back of neck stand and heard the distinct sound of movement from above. He looked just in time to see a monster drop down in front of him. Zack quickly took note of the creature's shell and the distinct weapon it brandished, recognizing it as a Sahagin. However, while it was nearly identical in overall build, it was of a very different color.

Zack didn't dwell on this long; a monster was a monster, and the fact that it was lurking in the reactor was all the more reason to take it out. He readied his sword just as it leapt into the air to attack, dodging as it landed and slashing at it. It proved to be faster than average as well, managing to avoid the full brunt of his attack and only sustaining a minor wound. Angered, it attacked again, rushing toward him.

_At least it isn't that much smarter._

He killed it with a well placed slash to its front, watching it fall forward in a heap, its blood dripping through the grating. Standing over it, he looked it over, taking in the odd feathers on its shoulders and wrists, the strangeness of its color, the ornate etching of a face atop its head—

_A face?_

He knelt down by the dead monster to get a closer look. There was indeed a face etched into the top of the monster's head—a frighteningly familiar face.

"Is that _Angeal's_ face?"

Zack gaped at the sight of his mentor's face, and barely took notice of calculated footfalls as they approached.

"It appears Genesis isn't the only one who can be copied." He looked up at the sound of Sephiroth's voice and watched him as he passed, stopping a small distance away.

They were both silent, Sephiroth's back to him, while Zack stared at him with a furrowed brow. Zack was also slightly aware of the way his eyes seemed to wander over the tall man's frame, and he averted his eyes when that strange stirring in his gut started again. He bit back a growl of frustration at himself and just waited to see if Sephiroth would say anything further, hoping he receive orders so he could finally go off and get something accomplished.

"The company training room…"

Zack's brow furrowed in confusion, and he looked back up to the man, unsure of what to make of those words.

"Hm?"

"We used to sneak in there for fun, when the Seconds were out," Sephiroth said. "Genesis, Angeal, and I."

Zack eyed him thoughtfully for a moment, noting the way his gaze seemed to soften. Inwardly, he was surprised when he saw Sephiroth's lips turn up in a very slight smile.

"You guys were pretty tight."

The smile faded.

"Humph. I wonder…"

He then began recounting a story of the three of them. Listening to Sephiroth speak, Zack could not help but notice a change in him. As he continued to rouse old memories, Zack noted the way his body seemed to relax: his shoulders sunk just the slightest, a not-so-evident tension melted away, and his gaze and face softened. The man's body language became more fluid, less calculated, more _natural_, and it was quite a sight to see.

However, Zack was most captivated by the man's voice.

In the short time he'd known Sephiroth, he always seemed to speak only when absolutely necessary and in as few words as possible. But there was something in his voice that made a shiver go down Zack's spine—the same as nearly anything else the man did. He had no idea what it was about the man that made his heart race and his body grown warm, but that deep baritone sound every time he spoke definitely played a part in it. For the man to say so much, it gave Zack the chance to really hear him, to hear the inflection of his voice, how clearly every word was said, and the perfect enunciation of every syllable. He honestly didn't know of anyone else who could speak so perfectly. However, just like his very movements, Sephiroth's speech was just as carefully calculated, his tone of voice never betraying anything.

This time, Zack could hear the emotion, even though it was still partially veiled. He could hear the fondness clear as day as Sephiroth talked of the two people he seemed to care about most. He felt a strange flutter when that small smile graced lips that he was pretty sure he was staring at for longer than was proper. That voice lost an edge that Zack hadn't been aware of until it was gone, and it only made Zack's attention deviate further from the actual words Sephiroth seemed to be saying.

He was _fucking_ _gorgeous_, and for a brief moment all those lecherous thoughts renewed their collective assault on his mind, but he was just too engrossed in the man to be annoyed or distressed.

Sephiroth's brow furrowed just the slightest when he talked of Genesis sustaining an injury. He almost looked… guilty.

"So was everything all right?" he asked, the slightest crease present on his brow.

"Yes, as far as Genesis was concerned," Sephiroth said. "But as for Angeal…"

His eyebrows rose. "Angeal? What happened?"

Whatever concern he felt seemed to ease at the sound of an almost silent chuckle.

"Later, I received one of his famous lectures."

Zack resisted the slightest urge to laugh. "About what?"

"Always the same," Sephiroth answered fondly. "Discipline, dreams, honor, et cetera…"

Zack did chuckle at that; he could certainly agree with Sephiroth in that regard, having received his fair share of those same talks from the man.

"Ah, one of those, huh?" He felt a smile of his own tug at his lips just briefly.

It was just the slightest bit strange to hear _Sephiroth_ admit to being lectured. He seemed so far above that, but hearing him speak of it, hearing him speak of his close friends, hearing the emotion he let seep into his words… it made him seem so _human_. His gaze strayed down to the copy at his feet as they lapsed into silence. He looked at the face of his mentor etched in the creature's skull, the face of one of Sephiroth's only friends, and his fist clenched.

Suddenly he heard the sound of calculated footsteps and simply stood and he moved away from the corpse. Zack could somehow sense that Sephiroth had stopped in the spot he previously occupied. He leaned against the rail and peered into the glowing green below, losing himself in thought.

"So it's true," he heard Sephiroth say. "They're in league with Hollander."

There was something in the man's voice that Zack couldn't quite place.

"How could this happen?" Zack said to himself.

Something had caused Angeal and Genesis to desert, to leave their good friend behind. He turned his head to see Sephiroth walking away, most likely deeper still into the reactor. He watched the man move, eyes traveling across his form, from his broad shoulders and down, noting the way his long hair seemed to glide behind him. He noticed with some fascination the very slight sway of his hips and shuddered before looking away; he shouldn't have been gazing at the man like that.

He let his mind drift back just a short while before, letting Sephiroth's voice replay in his mind. To hear him speak of his friends—especially Angeal—as he did only served to harden Zack's resolve to get them back them back. There was another who cared about Angeal as much as he did, who wanted to get him back just as much. The fact that it was Sephiroth only made it matter all the more, though he could not place _why_ that was. But that didn't matter to him—all he cared about now was getting Angeal and Genesis back.

Zack pushed himself off the rail, his face set in a newfound determination. He was going to bring Angeal back; no matter the cost, he'd bring the man back and things would be all right again. Still…

"Angeal…" he muttered to himself. "What is it you're up to?"

o0o

Sephiroth was still able to hear the younger First quite clearly and couldn't help but ask the same question. While he didn't like to think it, Genesis betraying Shinra had not been much of a surprise to him. The man sought to be acknowledged, he wanted to be known. Sephiroth would not have been surprised if this entire ordeal was a ploy to get the recognition Genesis thought he was due. Angeal, however, was a different case entirely. The man _lived_ by his codes, for his honor. Betraying those he had been bound to protect went against what he stood for, and it confused and troubled Sephiroth deeply.

He leaned against the wall and watched as Fair walked away from the copy as it was beginning to dissolve. Seeing how deeply disturbed the young man had been after he returned from Banora, seeing him blame himself so harshly when he'd come into the office, Sephiroth nearly regretted sending the then Second on the mission. However, it had shown him that Fair cared for Angeal just as much as he did, if not more. He felt he'd made the right decision in having him come along, even if he questioned his judgment on the first assignment.

However, there was still the problem of finding the reason _why _Angeal had gone, much less joined Hollander, but he was sure that coming to the reactor had been the best course of action. Having seen the infestation of the peculiar monsters, Sephiroth was confident that they were being developed somewhere inside, there being almost no plausible way to lead them in and there being no way they could have wandered in; in either case, the defenses set up throughout the reactor would have detected the intruders and destroyed them.

He looked up when he heard the sound of boots on grating to see Fair approaching. He noted a subtle and very brief quake in the younger man's form when their eyes met, which perplexed him. However, there was no time to dwell on it.

"Apparently, Hollander has set up a lab down below," he said. "We may be able to find information regarding Angeal's whereabouts there."

Fair nodded, and ran ahead.

o0o

Reaching the door leading to their target destination proved to be too easy, so Sephiroth wasn't surprised when he looked above the steel door and found both lights darkened. He stared at the dimmed lights for a moment, his mind turning. The door was inactive, no longer receiving the power it required to function. But why was the power cut in the first place?

He sensed Fair approaching behind him but paid little heed to him.

"It appears this door is not being powered," he said, almost to himself. "It's power source is mako."

Nearly everything in Midgar was mako-powered, and it was an obvious conclusion that anything requiring power in a mako reactor would use the energy it generated. He took a measured step to his right, looking down to the lowest level, spotting reactor core's main valve. If the door wasn't being powered, then the valve must have been closed. Their first course of action would then be to open it.

He turned his head to look at the younger man.

"Fair, open the main valve on the lowest level," he ordered. "That should restore the power."

It was best that he remain near the doorway when it reactivated. There was no telling what was waiting for them behind it, but what could be within? While the reactors had a great deal of machinery comprising them, there wasn't much else. Could there really be a lab hidden here? And if so, why? How? A mako reactor's defenses were some of the highest; he could not see how Hollander could have managed to infiltrate and set up a functioning lab inside one.

Even if the lab _had_ been made, there couldn't be much to it. The spaces within the deeper areas of the reactors were small and limited; whatever equipment Hollander managed to get his hands on, it couldn't have been much. However, the presence of a lab was the only explanation for this sudden infestation of monsters, these monsters clearly being copies.

So if a lab _had_ been assembled, that would explain why the door was not being powered. It added a small additional defense, preventing the lab from being discovered. The most monsters were concentrated in the immediate core and around the main valve, likely to prevent anyone from restoring the power. But once the power was restored, what then? Hollander likely knew what he was dealing with, and additional defenses would likely be set up beyond. It could have additional copies or Shinra weaponry...

What if it was Genesis? Or Angeal?

He almost hoped he wouldn't have to face either of them, especially the more moral-driven of the two. At the thought of his more level headed friend, his gaze shifted to Fair's figure and all other thoughts seemed to just… suddenly stop.

Odd. That _never_ happened, especially in the middle of a mission.

Nevertheless, Sephiroth found himself strangely drawn to the young First, watching him cross the catwalks. Lately, the youth seemed to invade his thoughts from time to time, especially following the Banora mission he'd assigned to him. And every time Sephiroth thought of him, he could not overlook the subtle, unfamiliar feeling that welled up inside him. He was never able to understand or even identify what that feeling was; it was fleeting and so very mild, but it was there nonetheless, strong enough for him to perceive but just below the surface and out of his reach.

As he watched Fair, he felt that feeling well up again, like a strange tingle in his spine. Only this time the feeling was a bit stronger, keeping his mind empty of all other thought and focused on the other. It had been there when they were both in Lazard's office as well, but he'd managed to keep it suppressed in the presence of the Director. So why was he suddenly unable to keep it at bay in the middle of a mission, a _grave_ mission nonetheless?

He followed Fair closely with his eyes as he reached the core valve. He watched him turn the wheel and took note of the glow that traveled across the metal of the pipes, indicating the restored flow of mako. It was enough to return his thoughts to normal, the mission once again taking the forefront of his mind, and he turned to the inactive door.

Sephiroth nodded inwardly when one of the lights illuminated green, indicating the door was not only reactivated, but it was not locked. He found that quite fortunate; it meant one less hassle to deal with. Fair did not take long to return, Sephiroth picking up his heavy footsteps not long after he'd turned away to reexamine doorway. He spared a brief glance to him, nodding shortly.

"Let's go."

o0o

As he expected, the lab was assembled in a limited space. As he descended the steps, he took note of its crude arrangement. There were three pods most commonly seen within Shinra's main lab, notes strewn about in various locations. A cot was also present, placed in a corner. Hollander had likely been there for some time; that could have explained why there were so many monsters in the reactor core despite the limited number of pods in use to develop them.

Sephiroth strode up to one of them, looking into the bright green of the mako it housed. He saw a figure floating limply inside and nearly cringed in disgust.

"A wretched sight…"

He turned his back to the pod, and searched nearby for any documents. Some had been placed on the pod's control panel, and he took them up and began to read. The sound of Fair's footsteps met his ears; he was fairly sure the youth was inspecting the pod when he heard the barely restrained gasp.

"One of those monsters is inside," Fair seemed to muse aloud.

After a few moments, he felt the other come closer, feeling those eyes on his back. He could see him come up to his side in the corner of his vision, but he paid little mind to him.

"What's that you're reading?" Fair finally asked.

Sephiroth made a thoughtful noise before speaking. "These are… highly confidential documents that Hollander stole."

He glanced briefly around the small space—it was a poor excuse of a facility, really—searching for any more readily-visible documents. There appeared to be a few others in his immediate line of sight, but there were likely other hidden, or so he would expect from a scientist formally employed with Shinra.

"Confidential?" Fair asked, and Sephiroth only nodded.

He had learned that the documents contained information regarding Project G, degradation, and the Ancients, but he saw little need to disclose such information to the other. The Science Department would no doubt desire to have these documents returned with as few people as possible knowing what they contained. From what little he observed of Fair, the young man would likely harbor little interest in scientific work; the only important thing would be to locate them and have them returned to Shinra.

"Several similar documents have likely been left here," he said, turning to look at Fair. "Search this area carefully."

Fair nodded, and Sephiroth watched him begin to diligently search. He returned to his own document after a few moments, unable to keep a small smirk from his face at the sight of the other's bewildered expression. He would hear him mutter words and phrases to himself, seeming to try and understand the documents. It didn't concern him whether Fair read them or not; he bore a certain disdain for the Science Department as it was, so their confidentiality was not his problem.

As he read, his thoughts drifted to back to his friends, Genesis in particular. He honestly wasn't as concerned about getting Genesis back; the endeavor would likely be much easier. He was very nearly certain that what made his friend defect was mere envy, anger at not receiving what he believed he deserved… much like Hollander. While he would have liked to think his friend would not fall to such a low, knowing what made his friend abandon the company would make it easier to bring him back.

Angeal on the other hand…

Sephiroth could not begin to think of what made Angeal leave. He was not so petty as to envy another for fame… fame someone didn't desire in the first place. It only baffled him more that he had teamed with Hollander, whose actions went against everything Angeal stood for. It would not be nearly as simple getting Angeal to return—he just knew it.

He continued to stare at the document in his hands, heedless of the words. His mind turned as he thought of how he and Fair would get his friends to return. He could likely deal with Genesis, but he'd brought Fair with him for Angeal's sake. He still believed that the younger First would be able to convince Angeal to return, and, after seeing how badly he took the likely inevitable failure, he wanted to allow Fair to have a second chance at getting his mentor back.

"'_Degradation_," he heard Fair mutter to himself, most likely trying to make sense of it. "'_SOLDIER Type G_?'"

Sephiroth glanced to Fair at the sound of his voice, noticing the man looking down in confusion. "This is all so confusing," he muttered, and Sephiroth resisted an urge to smirk.

"It was before Genesis deserted," Sephiroth began, watching as Fair looked back at him. "His wound was superficial, but for some reason, Genesis wasn't healing."

Fair made a slight noise, but he barely noticed, his mind beginning to wander yet again—odd that it happened so often as of late. He thought back to the day Genesis was to get his treatment; he'd felt a great deal of guilt at having contributed to his friend's injury.

"Did he get any help?" he heard Fair ask.

He nodded. "Yes. The man who treated him was… Hollander." There was distaste in his voice upon saying the scientist's name.

He and Angeal had learned of a forced imbalance in Genesis' body. Mako energy had entered his wound, and somehow prevented it from healing. He'd required a transfusion, and Sephiroth had been more than willing to be the donor. He couldn't deny that it hurt for Hollander to turn him away, and it hurt more when Angeal left him alone with his guilt.

"Why couldn't I be the donor?"

"Hmn…?"

He ignored the questioning sound and turned musingly to the pod, staring into the glowing green.

"A SOLDIER Type G…"

"What is that exactly?" Zack asked. "Is that… Genesis?"

Sephiroth only nodded.

"A SOLDIER Type G is an end result of _Project G_," Sephiroth began. "_Project G_ gave birth to the man we know as Genesis."

"_Project G…_?"

"_Project Genesis_."

He lifted the report in his hands, glancing over it. He could feel a slight tension building on his brow.

"Contrary to this report, Genesis showed clear signs of change."

"Degrading?" Zack asked, the confusion in his voice melting away as Sephiroth continued to explain.

"Not only that," Sephiroth answered with a slight shake of his head.

"…Copies?" Less a question, and more a confirmation.

He nodded wordlessly, looking once again into the pod. The copy floated lifelessly in its glowing prison, and he felt a surge of anger well up inside him.

"Abominations," he nearly snarled.

It wasn't often that he felt this way; he'd learned to keep his emotions in check to the point that he could almost no longer experience them. But as of late, his control had been slipping just the slightest. The mere _sight_ of this limp creature filled him with a sick rage, only made worse with the knowledge that it was created from one of his best friends.

"S-Sephiroth!"

He heard Fair make a surprised noise and whip around to face the source of the voice. He himself turned much more slowly meeting the gaze of the scientist he knew would be there.

"Hollander." The venom in his voice was masked with a slight distaste. "I thought I'd find you here."

Out of the corner of his vision, he caught Fair glaring at the defected scientist with the very near hatred he wished he could show. He thought back to the impulsive way Fair had spoken to him… on several occasions and hoped he wouldn't _act_ on impulse and attack. While Sephiroth would be content to know that one less Shinra scientist existed, the man they were confronted with had information they would need… and Shinra likely would want him detained.

He turned his focus back to Hollander and nearly scowled at the arrogant smirk on his face.

"The degradation process," he started, the smirk only growing. "Only _I_ can stop it."

And suddenly, it all became clear. He understood why Genesis left and felt shame claw at him. He'd known that the injury had been a sign of degradation; however, he'd always thought that after his treatment, his friend had been fine. It seemed that he had been wrong, and Genesis was still degrading.

If what Hollander said was true, and he was the only one capable of halting the process, or had at least led Genesis to believe it, then… How could he have so grossly underestimated the situation? Genesis wasn't just rebelling out of some angry jealousy. He was doing Hollander's bidding, helping the man get his _petty revenge_ for the sake of saving himself.

What a fool he was for thinking so lowly of his friend.

There was a strange rustling sound from above, and he could sense a presence as it dropped down from the air. Near silently, a familiar figure clad in red, framed with an unfamiliar black appendage, dropped in front of the two SOLDIER Firsts. He couldn't stop himself but focusing on the wing; he'd read of it in Fair's mission report, but to see it in person… it made his stomach turn. His muscles tensed in anticipation, but he hoped he would not be forced into a fight. While he did enjoy combat with Genesis, this time would be vastly different.

"Genesis."

The auburn-haired man only tilted his head at his name and in a flash pointed his sword at Sephiroth's throat. His gaze only flicked briefly to the crimson blade before he gazed evenly back at his friend.

Genesis only smirked, his wing lifting to hide Hollander from their sight. Strange, how he seemed to want to protect the man; Sephiroth had know his friend to actually harbor some venom towards him.

"You won't take Hollander."

Almost immediately Hollander bolted towards the exit. Uncaring of the blade at his neck, he turned to face the younger SOLDIER off to his side.

"Fair! Go after Hollander!"

The young didn't hesitate, something Sephiroth was glad for, nodding before giving chase. Genesis did nothing to stop him, turning his body in a flurry of feathers and red leather to _allow_ the youth to pass.

In moments it was just the two of them, Fair having chased Hollander from the lab. With another tilt of his head, Genesis let his blade fall to his side, and he approached at a leisurely pace. His eyes strayed to the black wing for just another moment, but Genesis did not seem to notice it. There was a deep seated distress in him at the sight of the appendage, and he found himself wishing it were not there. All he could think of were the monsters in the tanks, and it _hurt_ to be struck with even the slightest of notion of believing that Genesis was... one of them.

"_There is no hate, only joy; For you are beloved by the Goddess,_" he recited. "_Hero of the dawn, Healer of worlds._"

He could almost feel the heat of his friend's body as he brushed passed him, and he could not help but shake his head. It was no surprise that Genesis would choose a time like this to recite from his favorite piece of literature.

"_LOVELESS_ again? You never change." He did not bother to turn and face the man. Genesis would not attack him with his back turned; he would much prefer to overtake Sephiroth in a fair fight, and the idea of doing any less would be insulting.

"Three friends go into battle," Genesis began, heedless of Sephiroth's words. "One is captured, one flies away. The one that remains becomes a hero."

Sephiroth only shook his head at this; he'd heard it a thousand times. "A common story."

"If we were to enact it," he said, "would I be the one to play the hero, or would you?"

This again, then? He wasn't surprised, though he'd hoped Genesis had abandoned such childish envy. He turned to face the other, seeing that he too had his back turned.

"It's all yours," he said with just the slightest contempt.

"Indeed," said Genesis. "After all… your glory should have been mine."

"How petty…" He turned away. Perhaps he had not been so wrong after all…

Sephiroth only wished for Genesis to understand that if he could, he would gladly relinquish the fame he so coveted. His friend knew not of the pain, the _suffering_ he'd endured as he was forced to become what he was. The acclaim, the mindless _worship_… he had no desire for such things, but he was forced to embrace it, to embrace his role as the hero he did not wish to be.

"In hindsight, perhaps." Genesis turned with the distinct noise of fluttering feathers. "Now, what I want most… is the 'Gift of the Goddess.'"

Sephiroth turned at this, fixing him with a challenging stare. Inwardly, though, he was perplexed at Genesis's words… what could he possibly mean by that?

His friend only fixed him with his usual arrogant smirk.

o0o

"_He won't get away! Not before he tells me where Angeal is_!"

Zack repeated that same thought over and over in his head as he chased Hollander through the large steel corridors. He wasn't fast by any means, nowhere near as fast as a trained SOLDIER operative, but for some reason, Zack was unable to capture him. The scientist always seemed to keep himself _just_ out of Zack's reach, and whenever he got close enough, a group of those damned copies seemed to be conveniently waiting around the bend to ambush him.

After several repeats of getting ambushed, Zack was very much fed up.

"How in Ifrit's Hell is some _fat fucking_ _nerd_ able to outrun me?" he all but seethed to himself and he continued to give chase.

Once he managed to chase Hollander into a more open area, Zack noticed the scientist beginning to tire out. He smirked to himself—he was still able to run at full speed—and quickened his pace, hoping to finally catch the man. There was no way he would fail again, _no way_.

When he was almost ready to grab at the man's coat, Hollander rounded a corner sharply, Zack cursing when the man was no longer in reach. However, his frustration boiled over into anger when three rogue Shinra weapons cut him off from any further pursuit.

"_Gods-dammit, stop meddling in my business!_" he snarled, readying his sword and charging.

One of these robots was frustrating enough. Two of them were annoying. However, _three_ were just _infuriating_! To make matters worse, all three of them were relatively well-armed and well-armored, making it difficult for him to damage their more essential parts. It took a lot of careful maneuvering to keep away from the poison gas, the saw blades, _and_ the missiles, and he found himself doing almost all dodging and little attacking. Finally, he'd had enough, and while it was certainly reckless, he had a job to do—and extermination wasn't it.

After he finally destroyed the mechs, he rushed in the direction he knew Hollander had gone. Stupidly, the man had not taken much advantage of the ambush, allowing Zack to catch up to him, backing him into a dead end.

As the scientist desperately stumbled away from him, his anger faded. Face to face with the man that seemed to be the cause of all the turmoil, Zack only grew just the slightest bit desperate. He didn't want to hurt someone who couldn't defend themselves, and Hollander knew where Angeal was; all Zack wanted was to find Angeal, he just wanted his mentor, his friend—_Sephiroth's_ friend—to come back.

"Hollander, do you understand what you're doing?" Zack asked almost urgently.

The scientist would not answer him, continuing to cower away from him. He was finally able to stumble to his feet and retreat just a few more paces, before Zack's sight of him was blocked by large silver barrier. _Wait…_

He stopped dumbfounded, his mind trying to wrap around what he was seeing. It was a blade, an enormous one, but more importantly, a familiar one.

The Buster Sword.

He watched as Hollander turned tail and fled, and he felt an anger well up inside.

"Working for Hollander now?" he asked, unable to keep the venom out of his voice.

He turned his head; though he could not see through the steel support between them, he gazed where he was sure his mentor was standing. Zack could practically envision the man behind the metal, standing straight and tall, holding the massive Buster Sword in a strong grip. He so much wanted to be happy to finally see his mentor again, and a small part of him was. But he could not help but fear the reason why the man had left, and he wanted… no, he _needed_ to find out.

"What is it you're after?"

"World domination."

Zack scowled. "That's not even funny, man."

"How about… revenge?"

He watched the blade retreat behind the support and he walked closer, turning his gaze around the corner. Finally, he faced Angeal. He noticed something different about him. The man's face was hardened; his brow creased just the slightest, as if he were… troubled by something. However, Zack put more focus on the man's words.

_Revenge?_

"For what?" he asked aloud, watching as the man walked away from him, seeming to avoid looking at him.

Strange… Angeal never hesitated to meet someone's gaze. It was part of what made him so trustworthy; he was honest, and the fact that he could look anyone in the eyes just reinforced this fact. Zack felt a strange turning in his gut when Angeal refused to even look at him.

The man just continued to walk away, saying nothing further, and Zack had to resist the urge to rush after him, grab him as he'd done in Banora, and demand an answer from him. He settled for calling after the man, hoping he'd at least stop, maybe finally talk, explain. When he did come to a stop, he said nothing, did not even move. He just stood, his back to the younger First.

Just as Zack was about to act on his impulse and approach him, a flurry of brilliant white all but burst from his mentor's back, and he froze, words dying on his tongue with a barely-masked gasp. He stared in absolute awe at the new appendages, the wings—wings, like Genesis's one—the feathers so pure white, they almost seemed to glow all on their own.

They were… beautiful.

Zack just stared at them, watching stray feathers float gracefully to the ground. He almost wanted to pluck them all from the air so they would not become dirty.

"I've become… a monster," Angeal muttered, finally turning to face him. He gave his reasoning in an even tone, as if discussing the weather. "A monster's objective is usually world domination or revenge."

Zack snapped out of his trance at the sound of Angeal's voice, and once he registered when his mentor had said, things seemed to come together. He felt he had a better understanding of why he left, but it said nothing of his true motives, if anything, it seemed as if Angeal himself did not know what his intention were. He felt a pang in his heart at the idea of his mentor being so lost like that.

_Monster?_ How did Angeal believe that something as beautiful as that wing made him a monster.

_The same way you believed it…_

_If people had wings… they'd be monsters. _His stomach twisted in guilt at his words. He could not blame his mentor for feeling that way, when he had felt that way himself at one point. He was only glad to have been proven wrong; now it was time to prove Angeal wrong. He approached the man purposefully, confidently.

"You're wrong, Angeal." He spoke with as much conviction as he could muster. "Those aren't the wings of a monster."

Angeal's eyes only narrowed and he seemed to be holding back a scoff. "Well then, what are they?"

As if by some sense, the larger wing, shifted, sending a few more feathers flying. Zack stopped just a short distance away, holding out his hand, allowing one of them to land gently in his palm. He looked at it for a moment, the black of his glove only making it seem all the brighter, if that were possible.

He looked up again and met Angeal's gaze without hesitation.

_When I was a kid, I always wanted wings_, Cissnei's voice repeated in his mind. _You know, like an angel._

"They're angel's wings."

He saw some of the tension leave Angeal's face, but it was a far cry from what Zack had hoped. His mentor looked away from him, his eyes narrowed further, and worry began to pool in Zack's stomach.

"I see," he said, as if he did not believe Zack's words. "Then what should an angel fight for, Zack?"

Zack remained quiet, not sure of how to answer. Angeal's brow furrowed and his expression became one of almost anger.

"What do angel's _dream of_?"

Still, Zack had no answer. The two merely stood in silence, their gazes never faltering. Then Angeal lifted the massive Buster Sword, spun it in his hand, and let the blade stab into the metal near his feet. Zack then watched as the man approached him, and he began to step back, unsure of what Angeal planned to do. He'd once thought that he could understand the man, his actions quite predictable according to his strict code. But now, Zack had no idea what, if any, code the man followed and had no idea what to expect from him.

"Angels dream of one thing," Angeal said, his voice bearing the same conviction as Zack's had.

"Please, tell me." All Zack wanted was to help him, and if Angeal knew something, maybe it would help Zack in his endeavor.

Both of them slowly came to a halt, and Angeal's eye flickered to the ground for just a moment. His face grew solemn, almost resigned. Zack just waited, silently imploring him to continue.

"…To be human."

Zack had no time to react, no time to even form an answer in his mind before a fist slammed into his gut. He hadn't even seen the man _move!_ The air was all but forced from his body, and he could only make a choked noise of pain as the force of the blow sent him soaring several feet back. He hit the metal with a grunt, his body continuing to roll further until his body came to a stop on grating rather than solid ground. Gripping his stomach, he struggled to his feet, clearing the fog from his vision and trying to ignore the intense ache. He lifted his fist in a defensive gesture, in case the man intended to land another blow; however after a moment, he let his arms fall limp at his sides.

"_Defend yourself_!" Angeal ordered harshly, and Zack could only smile at him, shaking his head.

There was no reason to fight him. Whatever Angeal intended to do, Zack would not fight him; he understood him and what had made him abandon Shinra, and he saw no reason to resolve the conflict through violence, even if that's what the man wanted. For the first time since his early days in Shinra, Zack would not obey his mentor's orders, and in the back of his mind, he hoped he was making the right decision.

Suddenly, Angeal brought up his hand, a glow of energy surrounding it. Zack instantly braced himself, standing his ground, even as Angeal cried out in a fury, sending the powerful spell his way. He tried to block the full force of it, the blast knocking him back a step, but that became the least of his problems.

A sharp creaking rasp of metal screeched out from below as the grating collapsed beneath him; without so much as a second to react, he cried out and reached upward in desperation for something, _anything_ to hold on to.

All he knew was that he was falling—and _far_.


	8. Flower in the Slums

FINALLY!

This chapter had to be the hardest thing for me to start. I just... I wanted it *done*, but I didn't want to do it. Skiba at one time even volunteered to do the damn thing, just so we could have it done and over with, but I finally buckled down and first managed a few lines, then the first part, and now it's effing DONE! I feel so proud of myself, you wouldn't believe it. For a while, I thought I wouldn't be able to write this, but I finally got this shit typed, edited, and now it is SUBMITTED!

As always, I have to thank the eternally awesome Skiba for her beta-ing. This chapter wound up being longer than I thought it would be, and she helped me shave it down, along with her typical editing work. So, THANK YEW SKIBAAAAAA!

Sadly, even after the action in the previous chapter, this one is not so action-packed. Any of you reading this and are familiar with the CC storyline, you'll have an idea of what will be happening. But don't worry, the next chapters will be much more interesting. Promise.

Now onto the actual chapter stuff:

Warnings: ...none.

Pairings: none really. As much as Zack wants to get with Aerith...

Now onto the fic. Enjoy!

* * *

Everything _hurt_.

He hadn't even realized he'd lost consciousness until he was suddenly aware again. The first thing that registered was the pain, a bone-deep throbbing that made a weak groan escape his lips. He struggled to open his eyes, his vision fading in and out once he did. Everything was blurry, blending together in unnamable shapes and odd colors. His mind spun, a reeling wreck of broken thoughts and images, and the only clear thing in his head was the _pain_.

His head lolled to one side, and still nothing came into focus. He had no idea where he was, what he'd been doing, or why his body felt like it had been through a meat grinder. For a moment, he just lay there, hoping that his sight would clear and his thoughts would come back together.

But... nothing.

Then something dawned on him.

He felt suddenly overcome by a strange sense of urgency, an overwhelming need to_ move_. Without much thought, he shifted, tried almost desperately to just sit up. There was something he needed to do, somewhere he needed to be, someone who needed his help. He had no idea where, no idea why, but... something in his mind was urging him to get to his feet, to just _go_.

_Get up, get up, _get up_!_

He struggled to get his body to cooperate, but every fiber of his being seemed to rebel, sending wave after wave of pain throughout.

He'd almost managed to sit up before that pain blasted through his spine. His vision went white, his head spun, and he choked out a horse cry when he suddenly went limp and dropped. His head smacked the ground and the white behind his eyes exploded in a burst of color before finally going black.

All he could think of was that unwavering need to _be somewhere_ as the world around him faded.

_Get up! You have to _get up_..._

o0o

"_Hell-llooo!"_

_Hmn...?_ Who was that?

He wondered if it were his imagination. His head certainly hurt, and he'd had enough head injuries in his lifetime to know what one felt like. The voice was likely just some hallucination...

"Hell-llooo!"

There it was again. But Zack noticed it was much clearer this time; he focused on it, feeling himself gradually drift into consciousness. Slowly, his eyes opened and he was first aware of light, bright but strangely soft and natural. But then a silhouette came into view, nothing more than a mass of gray hovering over him. The voice _had_ to be coming from it...

He stared at the gray, blinking the fog from his vision. Everything came into focus and the gray morphed into a human shape, a girl... with quite a pretty face. She was bent over him, looking him over curiously. When Zack met her eyes, he noted how they brightened while her lips curved in a smile.

"Hooray!" That same voice came from her; she must have been the one calling to him.

He tried to shake the remaining fog from his mind and blinked, unable to really believe what he was seeing. His mind was still a bit muddled.

"Heaven?"

She tilted her head, shaking it slightly. "Not quite," she said as he finally managed to get himself to sit up. "Church in the slums."

He was vaguely surprised to hear that—not so much the slums part, but the fact that there was a _church_. Immediately, he looked up at the girl, noting that way the light pouring in seemed to make her glow. Now that he could see her clearly, she had to be the prettiest thing he'd ever seen.

_Or _is_ she—?_ He nixed that thought as quickly as it had come.

Zack watched her as she seemed to look him over, that smile never once leaving her face. When her eyes settled on his, he gave her the most charming grin he could muster.

"An angel?"

She shook her head. "No, I'm Aerith." She then turned and pointed upward. He followed with his eyes, taking in the old wooden rafters until he caught sight of a gaping hole amongst the planks of the roof. That explained where all that light was coming from... "You fell from the sky," she said before turning back, looking at him with that same smile. "Scared me."

_Fell from the sky?_ So he'd fallen, which explained the aches, the dizziness... and why he couldn't for the life of him remember what he'd been doing before thism, or how he'd even wound up unconscious in an old church _in the slums_, in the first place. But... why had he fallen? What the hell happened? If he'd fallen... had she...?

"So you saved me, huh?"

The girl, Aerith, shook her head and pointedly turned away.

"Not really," she said frankly. "'Hell-ooo!'" she imitated. "That's all I did."

Zack couldn't hold back a laugh. She was so _cute_—there was no other way he could put it. She had the prettiest smile, beautiful eyes... no way he letting this one get away. He got to his feet the way he always did, more than happy to show off. He had to suppress the urge to smirk when he heard her surprised gasp. It was the first time in a while he'd had a chance to show off to a normal person. It was _perfect_.

He turned to face her, that charming grin plastered right back on his face. "Thank you so much, Aerith." Crossing his arms over his chest, his grin widened. "I'm Zack."

He watched Aerith's smile brighten, showing pearl white teeth. She looked so innocent (not that he'd really want to take advantage of that), but after seeing so many of the... sketchier women in Midgar, it was nice to see a girl so genuinely friendly. Her smiles were not feigned, and he saw such a happy glow in her eyes rather than the cunning glint present in those of people above the plate. She'd be the perfect one to help him forget about... _him_.

There was a slight quirk in his eyebrow. "I have to repay you somehow," he hinted, hoping she might catch it.

"Don't worry about it," she decried, brown curls swaying with the coy shake of her head.

It was then Zack's turn to shake his own head. "No, no." He paused for a moment, arms still crossed, and feigned deep thought. He needed to play this right, needed to be convincing. As part of his act, he visibly perked and turned to her with a finger raised. "Hey, how about one date?"

Aerith laughed—a beautiful sound. Maybe she'd go for it. Maybe? _Maybe_?

"What is that?" she asked shaking her head. "Don't be silly."

His heart sank. _Maybe not_.

So much for that, he thought, shoulders drooping. Perhaps he'd been too forward; Kunsel once said that he tried a little too hard... then again, Kunsel also teased him, saying he was too much of a goof, too dorky. Did... did Aerith think he was dorky? Maybe she thought he was kidding; by her tone, it sounded like she hadn't taken the proposition seriously... maybe he could prove himself? At the very least, he still wanted to get to know her. If she could prove to be a distraction from the silver-haired SOLDIER that constantly invaded his thoughts, he would be content.

As Zack mused, he wasn't aware that he was drifting forward, not hearing the echo of his boots on the hardwood floor.

"Stop!" Aerith's voice made him freeze, one foot just inches from the ground. "Don't step on the flowers!"

Instantly, he backed away, not bothering to look down, and fixed her with a surprised and bemused look. Her tone had been very urgent, and he couldn't understand why.

"Excuse me?"

Her expression became a stern one as she turned toward him, and she put her hands on her hips. Suddenly, Zack was reminded of his mother and how she'd scold him back home. Aerith's brow furrowed and her lips curved in an almost disapproving frown.

"Normally, people are more careful with flowers."

"Well," he began, "I guess I'm not normal." He smiled sheepishly, showing he truly meant no harm.

Chancing a glance at where he'd almost stepped, he was greeted with a sight that honestly took him by surprise. In an almost neat circle, the planks of the floor had been pulled up to reveal the earth beneath, a lush patch of beautiful white and sunny yellow flowers sprouting up and overflowing onto the wood.

Now he understood. Zack had not seen naturally growing flower since he'd come to Midgar. The upper city was all metal and electricity, not a suitable place for plant life to grow unless placed in simulated environment. What he'd seen of the landscape around the city, he doubted any flowers were growing there either or any plants for that matter. What he was seeing was something he'd grown up with, a natural phenomenon, but some in Midgar had likely never seen wildflowers.

A curious noise left his lips as he bent down to look closer at them. He was amazed at how bright they were, and how healthy they looked. Aerith must have been tending to them; perhaps that's why she was so quick to react.

"You don't see a lot of flowers in Midgar," Zack mused. "They're like luxury items around here."

"They only grow here." She held out her arms and gestured over the entire bed of plants. "Although I planted some outside my house, too."

The first thought in Zack's head was the question of where she lived. She honestly didn't seem like the women on the plate, but Zack couldn't fathom her living in the slums. The latter, though, was much more likely, since the slums were a place where one would have actual earth around their home to plant flowers.

Living in the slums, however...

"If I were you, I'd sell them." He noticed the slightly confused look on her face when he next regarded her. He grinned. "Midgar's full of flowers, your wallet's full of money." _Brilliant one, Zack... _It had started in his head as an honest concern for her financial well-being (brought out in part for his instinctive desire to protect girls, no doubt), but it came out... completely wrong.

He almost expected her to laugh again like when he'd proposed the date, but he was surprised to see her face go from perplexed to thoughtful. She looked back down at the flowers, a hand at her chin, and in his mind could almost see Sephiroth looking like that when he was thinking.

"Midgar, full of flowers... wallet full of money...?" Aerith repeated piece by piece. Her head tilted as she continued to think, then her eyes turned back up to him. "Never thought of it that way."

Had the smile not already been on his face, the one she gave him would have had it emerge. Their conversation faded, and when Aerith knelt down by her flowers, Zack finally took the time to observe his surroundings. He'd honestly never seen such a building, strong stone carved into ornate arches and massive columns. His eyes traveled to the tall stained glass windows, taking in their design, and upward. The ceiling was up high making the interior feel so open... as if it were not so already. The chandeliers were old, ones that held candles rather than electric lights, and hung from the high rafters.

When he got to it, Zack stared up into the gaping hole in the ceiling, watching how rays of light flowed down into the interior. Had he fallen through that hole? Or had he been the one to make it? Suddenly, his thoughts strayed to _why_ he'd fallen, and where he'd fallen from.

He fell. That much he knew, and if what Aerith said was true, and he'd fallen "from the sky," then he had to have fallen through the plate. But how? Where had he been? What had he been doing? As hard as he tried to recall, his mind seemed to be drawing blanks: all he had was this strange feeling. Now that he was not so distracted, he felt a tug, a need to be somewhere, to be doing something. He wondered if it had something to do with his fall.

His gaze traveled to the church doors. Whatever the reason for falling, it would be wise for him to head back to the Shinra Building. Without really thinking, he began to walk towards the exit. He must have passed Aerith's line of sight, because she spoke up just as he reached the other side of the flower bed.

"Going already?"

Zack turned to look back at her and nodded.

"Yeah, I should get going." _But why? _It just seemed like the thing to do.

"Oh." Zack couldn't help but notice something odd in Aerith's tone. "All right."

She sounded almost... unhappy to hear that he was going. He figured it was just his imagination and made his way up the aisle to the doors. The whole time, though, Zack couldn't help but wonder _why_ he needed to go. It wasn't like missions were in abundance... why go back when all he'd probably be doing was mindless training? He stopped and thought a moment. If he was needed for anything, he had his phone, and he'd be contacted. And he didn't go out into the city that often—this one time couldn't hurt anyone.

He'd just met a really pretty girl, a sweet girl. Was he really about to pass up the chance to spend more time with her just because of fleeting feeling that was likely nothing? Besides, this gave him the perfect chance to get _him_ out of his head; he had no business thinking about his superior officer in the ways he had been lately, and Aerith seemed the perfect person to distract him from the other SOLDIER. Zack turned around and looked down the aisle at the young woman, watched how she tended to the flowers with such a caring hand, how the light filtering from the roof made her hair shine honey-brown. He smiled, his mind made up.

"So, are you always here?" he asked, his voice echoing through the building.

"Yeah," Aerith answered, her attention still on the flowers.

After a moment, she stood up, stepping around the flowerbed to approach him. He could see her eyeing him curiously, and when she got closer noticed her fidget just the slightest, placing one hand behind her back.

"Hey, so," she began, "where are you going?"

_Nowhere now, _he thought. But he decided to not let her in on that just yet. Maybe her curiosity meant she wanted him to stay? He crossed his arms as if he were thinking; inwardly, he hoped it looked convincing. "I'm... not really sure."

It wasn't a complete lie. Just moments ago he hadn't been sure; hell, he was still inwardly wondering _how_ he'd fallen into the church in the first place. Zack glanced at Aerith, searching her face. She was looking straight at him.

"I'll take you there, okay?"

_Take me there?_ Now he was confused. "...Where?"

The smile fell from her face, and Zack noticed something in her eyes moments before she looked away. Suddenly, she looked just a bit timid, and this only served to confuse Zack further.

"Hmm... I'm not really sure," she mimicked after a pause.

_What_? Why would she volunteer to take him somewhere? How could she take him when he didn't even know where 'somewhere' wa—oh. Suddenly, a devious smile came to his face.

"You just wanna spend more time with me," he said, leaning forward with an eyebrow raised. "Right?"

Obviously, he was teasing her. Of course, if she really did want to spend more time with him, that was fine too. He wanted to stick around longer, anyways. Aerith was quiet for a moment, and he almost worried that he'd somehow offended her. When she finally looked up, her lips turned up almost shyly.

"Yeah."

He sputtered.

Zack hadn't expected that answer. She actually wanted to spend time with him? At a loss of what to do he just grinned sheepishly, hand going to scratch at the back of his head.

"Um... cool."

o0o

Zack had never been below the plate before, but he'd heard quite a bit about it. He was able to mask the slight surprise at the conditions, having not expected everything to be so... run down. He looked about at all the junk, machines, parts, broken remnants of structures, even plain old trash, all seemingly dumped under the city and left to weather away. This was where his fellow cadets were sneaking off to during his training days? People lived here? _Aerith_ lived here?

"If we walk a little, we'll be in the central slums." Aerith's voice almost made him jump in surprise. "There's a lot of people there, and you'll be able to go above the plate from there, too. Whenever you need to go."

Zack looked down at her just as she was looking up. "All right, lead the way."

The walk through the slums was a quiet one—not so much an awkward quiet, but more just the two of them simply enjoying the other's company. Zack took it as a chance to observe his surroundings. He took in the massive amounts of debris, the dreariness, the people.

The people were especially interesting; he watched some dig through the debris, likely searching for scrap to sell. Passing, he'd see a range of emotions pass on their faces. Some may not have recognized the uniform and regarded him blankly. Others looked away in intimidation, and still others sneered at him. A few children that passed by paused and gazed wide-eyed in fascination.

When two monsters leapt from a pile of junk, Aerith had been startled, and Zack had picked up just the smallest trace of fear when she proposed they run. Of course, Zack had snorted at the prospect and proceeded to cut down the two little creatures with ease. He could have done the deed in mere moments, but he took this as the perfect chance to show off, swinging his sword in flourishing motions, maneuvering in ways he didn't need to, overall making the fight seem just a little bit more than what it really was.

Aerith had seemed impressed with his performance, which was a massive boost to his ego, and Zack was starting to think that a date was not too farfetched an idea.

Upon nearing the center of the slums, Zack was already beginning to feel a little... boxed in. The massive plate high above cast a shadow over the slums, but more importantly, it blocked out a view of the sky. Aerith had not seemed bothered by the environment, which perplexed him, but considering that she had most likely lived below the plate her whole life, it wasn't that much of a surprise. What did surprise him was her admitting to being fearful of the sky. Mentally, he filed that away with every intention of easing that fear of hers one day. Perhaps he'd take her back home to Gongaga, to see the vast blue sky that he grown up with.

Zack was surprised when they reached the central slums and found it to be a small marketplace. He happily strolled at Aerith's side, and visited each little shop, Aerith clearly enjoying peering at all of the little trinkets they sold.

They spent an extra amount of time at a particular shop, one she admitted to being her favorite. Aerith had never once expressed a want for anything, but at this shop, she seemed to show a particular interest. Pretending not to notice, Zack nonchalantly asked if he could buy her something, and after a little convincing, she finally caved.

He felt so giddy putting that ribbon in her hair, around the elastic tying her hair in an elegant braid, and seeing her smile had made it all the more worth it. He liked the feeling of giving friends gifts and seeing them happy. The good feeling didn't last long, to his dismay, as he allowed his thoughts to stray for just a moment... wondering what it would be like to give Sephiroth a gift. Suddenly, Aerith's smiling face was replaced with the silver-haired SOLDIER's, and the vision he had of the man smiling had been quite a good one. Zack was sure the man looked stunning with a real, genuine smile—and it stopped right there.

It was bad enough that he was thinking of the man, but there was no way he could allow himself to think about him while he was essentially on a date with another person. That was just _wrong_.

Luckily though, Zack's brief inner turmoil seemed to go unnoticed, which he was grateful for. He didn't like the idea of lying to Aerith, but telling her the truth of the fact that he couldn't get his superior officer out of his head was out of the question. There was no way it wouldn't be taken the wrong way, and he didn't want to ruin his chance with her.

Through everything, though, that feeling still remained, tugging at him constantly for a reason he did not know. Zack did his best to ignore it, instead trying to focus on the fun he was having.

"Why don't we go to the park?" Aerith had asked suddenly, and Zack only grinned.

It sounded like a date, but she only smiled, saying nothing.

o0o

They strolled through the small park in relative silence, Zack taking in the rusty jungle gyms and slides. He was particularly humored by the big dome with face of a cartoon animal, complete with broad, round ears and comically large eyes. He wondered how something like that wound up in a place like this; it looked as if the park had been in good shape at one time, but with the passing of time, things began to wear down.

He watched the few children present chase each other merrily, and he smiled. It seemed that there was one spot in this dreary place where kids could play and still be kids.

Aerith was silent for a short while longer before finally speaking up, as if wanting to break the silence with idle conversation.

"So," she said, her voice instantly bringing him out of his thoughts, "ever meet any SOLIDER members?"

He'd been right in assuming she'd never seen a SOLDIER member, but at least she knew what it was.

"Maybe." He decided to give an answer that wouldn't give him away, suddenly curious as to what she was thinking.

"Do you think that they're happy?"

That question only served to confuse him, and he stopped. "What do you mean?"

She walked a little ahead of him and paused. "Heroes to children protectors of the peace," she mused aloud, not turning back to face him. "But... they're not normal."

Suddenly, Zack didn't like where this was going and he felt a sinking in his stomach.

"They... get some kind of special surgery, don't they?" She turned back to face him then, and her face looked... oddly distressed, eyes a little wider, brow furrowed.

_Surgery is one way to put it_. "So they say." He'd keep this charade going just a little bit longer.

She didn't meet his eyes which seemed a bit strange, and that sinking feeling lingered. He had to admit that he was just a bit worried about revealing the truth and that he was with SOLDIER. "Normal is best," she said at last. "I think so, at least."

Zack's heart sank. If she thought that, what would she say if she found out about _him_? Would she become afraid and flee, or worse... would she see him as some sort of freak? He felt sick when he saw a brief image of her pretty face contorted in a sneer of disgust or backing away in fear. Maybe the two of them wouldn't go out or anything, but he certainly didn't want to lose her as a friend just because of his job.

"Those SOLDIER people are kind of weird," she continued after a pause.

He just crossed his arms and turned slightly away. It hurt a little to hear that, and it only made him feel worse about finally admitting the truth.

"'Weird,' huh?"

"And they're... _scary_." He didn't see the slightest fear that came to Aerith's face when she spoke. "They fight... and they love it."

Zack was silent for a few moments, avoiding looking to her, not wanting to see her eyes, her face. He wondered if he should still tell her, as he didn't want to lose her after just meeting her. She was such a nice person, warm and sweet, absolutely stunning... But if they continued to see each other, spend time together, she would find out eventually. It would be much worse for her to find out from some other source and then believe he'd been lying to her.

"Actually," he began, hesitating briefly, "I'm with SOLDIER."

He almost flinched at the gasp he heard leave her then he glanced at her. He saw no fear in her eyes, no scorn or disgust on her face. If anything he saw concern... and just the slightest guilt.

"I'm sorry," she managed, eyes downcast.

Zack was unsure of what else to say, unable to tell what she was apologizing for. He glanced away just as Aerith did and they stood in their first awkward silence. He kept his eyes averted, not sure of what was about to happen, what else she was going say or do. He didn't see her finally turn back and peer curiously at him.

"So pretty." He wasn't expecting her to really say anything, much less that. He turned to face her.

"The face?" he asked, grinning, hoping to diffuse any tension.

Her laugh was more than enough to make him feel better. "The eyes!"

He grinned and came closer. "You like them? Then take a closer look."

His lips quirked slightly as she leaned closer and he looked straight into her eyes. They were such a pretty emerald, shiny and bright with emotion. A flicker of something arose in his mind, the emerald easily melting cyan, the round pupils into peculiar slits, and the brown hair framing that fair face (in much the same design) faded to silver. A warm feeling that wasn't present before made itself known in his gut, and for some reason he could suddenly see himself leaning closer and pressing his lips against a certain silver-haired SOLDIER's.

It took everything he had to not jerk away; at that same moment, Aerith laughed and shoved him playfully, effectively shattering the distracting image. It took a moment, but they were eventually laughing together.

When their laughter dwindled away, she peered towards him again. "If you're in SOLDIER," she started carefully, "what were you doing... before that?"

"Before...?" he repeated. "Well... I'm from a tiny place in the jungle, on the West Continent. Totally backwater."

"Hmm." She nodded, searching the ground again as she thought further. "Did you fight in the war?"

"You mean Wutai? Yeah, briefly." He took the chance to step a little closer.

Again, she made a thoughtful sound. She didn't immediately respond to what he said, though he noticed her drift more toward him. "We watch the news sometimes. My mom and I, that is." After a moment, she raised her head, and those gorgeous emerald eyes met his. "Did you ever meet... Sephiroth?"

His breath caught in his throat, the name sounding so foreign coming from her. She just stared at him a moment, no real expression besides the slightly-raised brows that came with expecting an answer.

"Y-yeah," he managed. "We're the same rank."

"I see." She eased away from him a little, taking a few steps. "When I saw him on the news, he's the one that made me wonder... if SOLDIERs are really happy."

"Hmm..." He had no idea how to respond to that at _all_.

"He looks so cold... and sad..." She hummed for a moment, then turned back to him. For a few seconds, Zack just blinked at her, then managed a small smirk.

"Interested, then?"

Her eyes widened, and she hurriedly shook her head. "No, no, not really."

"Aerith, that hurts me," he teased, the corners of his mouth quirking. "Thinking about someone else, on a _date_."

"Zack!" She laughed brightly, stepping toward him and touching his arm. For a moment, she managed a slightly devious look, but Zack was sure he just imagined it.

He was about to say something more when his phone abruptly cut off his train of thought. He didn't look to answer it, only gave an apologetic look to Aerith when she frowned with concern.

The moment he flipped it open, the voice on the other end spoke. "Zack, return to the Shinra Building now." His stomach twisted in a knot when that deep voice reached his ear, tone vaguely agitated. "Genesis has attacked us."

_...Genesis_?

Suddenly it all came back, the attack on Sector 8, the reactor, Hollander, Genesis, _Angeal_. He'd been on a mission with Sephiroth, he'd given chase to Hollander and found Angeal. His mentor had attacked him—_Angeal_ made him fall! How could he have forgotten something so important? That explained the urgency he'd felt, the need to be somewhere. _He'd been on a mission_.

He hung up and gave Aerith a sheepish look.

"Sorry, but duty calls."

She nodded in understanding. "Will I see you again?"

"Of course," Zack said, grinning. "Promise."

Aerith nodded, seemingly satisfied with his answer. Both of them turned to go their separate ways—Zack to his mission and Aerith likely back to the church—until Aerith paused and turned to him one more time.

"Oh, and Zack?"

He stopped and glanced back at her. Her smile became a mysterious one.

"You shouldn't try so hard to be with someone," she said, her voice sounding as if she were scolding him, "when you're so set on someone else."

Zack's eyes only widened, and he barely kept from sputtering. "Wh-... what do you mean?" _Is it really that obvious_?

She said nothing else, turning to go. For a moment, he contemplated what she had said, then shook the thought from his head as he sprinted for the train station.

He had a job to do.

o0o

Zack could see the smoke that billowed from the massive building even from his distance. It filled the already darkened sky above and swirled with the green of the mako, forming an almost hellish picture. Smoke and embers swirled in the air around him, indicating that it was not just the Shinra building that fell victim to the assault. He growled low, fists clenching.

"Dammit, Genesis."

He ran as quickly as his feet would take him. He'd been idle for too long; had he not been sidetracked, things may have been different, maybe the assault would not have escalated. But he couldn't help the sense of confusion he felt. He remembered leaving Sephiroth to face off with Genesis, now that he recalled. Had the man escaped? It didn't seem likely that someone with Sephiroth's power would allow such a thing. Had he _let_ the man go? No, that was even less likely, not if he knew that this would happen...

The road was clear until he was almost to the building, the first round of copies finally deciding to show up on the last stretch of highway. He figured that it had been too easy getting there. No way would Genesis allow Shinra to have more assistance, even if it was from one single SOLDIER. The waves of copies and mechs were felled much too easily, but the final beast that showed up last was... a cut above the rest.

It must have been on a level similar to the gun-wielding copy he fought on Loveless Avenue, but this one was... _hideous_. He could see the auburn hair, but the face was just contorted into large jaws with massive teeth, mottled gray skin stretched over its strangely skeletal body. It looked more like a demon out of some horror story than the more human-looking copies associated with Genesis.

It proved to be quite a challenge to take down, but he did manage to dispatch it, sprinting off once its body dissolved. He wasn't running long when he felt the hairs on the back of his neck stand on end, and he cursed quietly, slowing to a stop. His heart skipped a beat when a single white feather crossed his field of vision, and he stared straight upward.

"...Angeal?"


	9. Assault

Aaaand now we have Chapter 8! Took a while to get started, but... it wasn't nearly as difficult to finish as Chapter 7.

Well, this chapter is where things get interesting again. And, if I can help it, things will continue this way. Just a warning, if you haven't noticed, from here on OtR will not conform so strictly to canon. This fic is somewhat AU and here is where it will begin to earn that classification.

I can't think of much to say about the chapter itself. Just a fair warning, Hojo's showing up, so things are gonna get creepy... which is just the way I like it. Hopefully I captured him well enough, though.

Well, onto the chapter stuff!

Warnings: Hojo. Enough said.

Pairings: Allusions to Seph/Zack (mebbe)

Be sure to review, guys! I love hearing what you all think! Thanks for reading and enjoy!

* * *

Sephiroth would have liked to say that the attack was unexpected, but he learned long ago that, while things could be impossible, nothing short of such could be _unexpected_. He was trained to expect anything and have a plan of action for any situation that arose. But this was one time in his life, where he'd honestly had no real plan, where he'd been very nearly caught off guard. It shamed him, and it also made him quite angry.

Perhaps he should have dealt with Genesis when he'd had the chance, when they were, at last, face to face. He'd been unable to go through with it, however, still daring to hold on to a small hope that both the auburn-haired First, and Angeal, would come back in peace.

No such luck as far as Genesis was concerned. The man had fled, and Sephiroth could not bring himself to give chase; he could only return to the Shinra building, only for another assault to break out not long after. This time, Genesis's copies had infiltrated the higher floors in _droves_, and while they were certainly no match for him, their numbers alone made them a nuisance.

The ring of metal against metal was music to Sephiroth's ears as Masamune cut down yet another Genesis copy, its curved short blade no match for the mighty katana. An odd, strangled sound left the copy's mouth as it fell to metal floor, and he tried his best to ignore the distorted version his friend's voice. Luckily, his attention was easily diverted to movement behind him. If there was one thing that these _things_ shared with the man they were cloned from, it was their brazen attitude, and this was made obvious by the mere sound of another copy charging at him.

A spell took form in his hand only seconds before he was aware of it, his subconscious summoning the magic. In a flash, he spun around, launching the spell at the foe. Briefly, Sephiroth chastised himself for expending more energy than necessary as the copy was sent flying back a few feet, bolts curling along the limp body. He'd clearly used a stronger magic than needed for a simple replica, a _drone_, and he needed to control himself. This was a battle, and battle was no place for emotions.

With the fall of the last copy, the floor he was on was cleared, though there was no doubt that others from lower floors would make their way up. No matter, he'd exterminate them just the same.

His thoughts were interrupted when a faint, familiar sound reached his ears: the sound of beating wings. At first he thought it was another clone; however, of all the ones he'd seen, none of them had wings big enough to create a noise that powerful. Perhaps, then, it was Genesis? But why would he show his face to him again? Nevertheless, Sephiroth turned towards the sound, expecting to see the auburn-haired man. It was likely that his once-friend would show his face to simply mock him for the foolish decision of letting him go.

He was not met with the sight of Genesis.

His heart gave a brief flutter as Angeal landed quietly on his feet, his young student following closely behind.

"Sorry to keep ya waiting!" Fair was the one to speak first, and Sephiroth faced him immediately.

"You're late," he replied curtly.

Without waiting for Fair to say anything further he turned his attention to Angeal, his friend meeting his gaze evenly. Sephiroth was honestly at a loss for words, having not expected to face the man so soon. Thoughts raced across his mind, most of them questions, and it was only his powerful sense of control that prevented him from all but interrogating the man. He did blink a couple of times, looking over his friend, almost concerned that he was only seeing an illusion, or, worse yet, another sickening copy. When he caught sight of the pure white wings that stretched from Angeal's right side, though, his breath caught in his throat.

_Not him, too..._

Cold dread settled in his stomach at the sight of them. Perhaps he had been right in his assumption. Had Angeal subjected himself to becoming just another one of Genesis's monsters? The thought almost made him feel sick, and he couldn't help but feel confused. Only the realization that the feathers of the limbs were white, so much so that they seemed to glow, rather than black, was enough to assuage the feeling for the moment. But... why? Why was his so different from Genesis's and... He stopped there. There was no time to dwell on it, not with the assault still in progress.

It must have been obvious that he was staring, and he likely neglected to keep any expression from his face because after a moment, the limbs slowly folded in as if to be less obvious. Sephiroth brought his gaze back to Angeal's face, only to find his eyes averted a vague expression of shame on his face. He stared a moment longer, trying and nearly failing to find words.

"Angeal," he finally acknowledged.

At his name, that First met his gaze again and nodded, emotion schooled from his face.

"It's been a while, Sephiroth," his friend said, seeming to look him over as well. He watched as Angeal raised an eyebrow, a vague smirk on his face. "Have you lost weight?"

Leave it to Angeal to attempt to make light of the situation. Perhaps it was to ease the growing tension, but Sephiroth was unable to find humor in the remark. He huffed indignantly and looked away; he knew he did not have to remind his friend of the dire situation, as doing so would serve little purpose. He didn't see the mirth leave Angeal's face, but he could hear the soft, resigned sigh that followed.

"I feel I should apologize for my... abrupt departure," Angeal said, and Sephiroth locked eyes with him again. "I owe you an explanation. I owe _both _of you an explanation."

He knew immediately who else he was referring to and glanced to Fair, who had his eyes on his mentor. Sephiroth had to agree that an explanation was owed for why he'd left. What had caused him so much grief was having no idea why his friends left the company... left _him_, and it always made him uneasy when there was something he couldn't understand.

Angeal was about to speak again when the floor beneath their feet shook and a low rumbling was heard below. Whatever the man had to say would have to wait.

Another sigh left Angeal before he spoke again. "I promise to explain when this is over. But for now..." He left it at that, and Sephiroth nodded in understanding. In reality, while he would have liked an explanation, he wasn't sure if he _wanted_ to know the reasons for his friends' leaving.

There was more pressing matter at hand, however, and Sephiroth had his duties to attend to. The same went for the youngest First. All other thoughts were pushed from the forefront of his mind. Now he only had one question.

"Would you happen to know why Genesis is so adamant in his assault?"

A silent understanding passed between them and Sephiroth could sense Angeal reroute his own focus. A thoughtful look appeared on his face.

"It's safe to assume that Hollander has ordered him to eliminate Hojo."

_Of course._ He couldn't bring himself to be surprised... nor at all concerned.

"Hojo?" Fair spoke up. Sephiroth found it strange that the boy had said nearly nothing the entire time; in the limited time he'd interacted with him, he tended to talk _quite_ a bit. "The director of the Science Department?"

Sephiroth wanted to envy the young man. Based on his ignorance, he'd likely never had the _pleasure_ of being under the scientist's 'care.'

"Yes," Angeal affirmed. "He believes Hojo robbed him of his rightful position."

_He's robbed people of much more than that..._

"So then they'll be targeting the Science Department floor upstairs."

_Good_, Sephiroth thought with unrestrained malice. "Forget about Hojo," was what he did say, though unable to hide the venom in his voice. He turned his back to them, stating without a word that he'd have no part in helping that man. Of course, Sephiroth's duty was to protect Shinra, but the company would fare just fine with one less incompetent... what was the word Fair had used? _Nerd_. Yes, that was it.

"You're in your usual mood, I see," he heard Angeal say. Despite that, Angeal also knew and understood his feelings towards Hojo, and made no effort to sway him. "Sephiroth, you take the floors below, and I will handle things outside."

Sephiroth nodded wordlessly.

"Zack," Angeal continued. "You go up. Hojo will be your responsibility."

"Understood," was the eager reply.

Sephiroth stayed where he was, listening to the fading bootfalls of the young man. He almost wanted to feel sorry for him. As he began to make his way to the floor below, he silently bid Fair good luck; he was certainly going to need it.

o0o

The main lab was dark and silent, the air still despite the ventilation. Zack wasn't surprised by that. The scientists that worked there had all been evacuated... excluding the head of the department whom he'd been ordered to locate.

His nose was immediately assaulted by the nearly overwhelming smell of antiseptic, the presence of which he didn't find alarming, though... unpleasant. However, where a normal person may not have been able to pick it up, Zack was able to make out additional scents and odors that were meant to be gotten rid of. He noted the scents of various assortments of chemicals and the peculiar odor of mako. However, his felt his stomach turn at the familiar but unsettling stench of death.

Zack made his way through the facilities, taking in the odd tubes and tanks. Some of them were empty, others occupied with what looked like various monsters and... parts of monsters. He couldn't help but wonder what sorts of odd experiments had been conducted on the creatures, noticing a few that looked native to the slums, only grossly mutated and disfigured. All the while he searched for any other signs of life, hoping he hadn't arrived too late. There were no visible signs of struggle, no indication that any copy, mech, or monster had broken in, and the dead silence told him that none were nearby. However, this was also cause for concern. What if the Professor wasn't in the labs? Could he have already evacuated? Or worse, could Genesis have actually gotten to him already?

Venturing to the second floor of the lab, Zack was greeted with the same cocktail of smells and the same dead stillness. It seemed as if the entire lab was deserted, until he glanced off a short distance. A lone figure stood not far away, near an especially large glass enclosure, in front of what he guessed was a control panel. The person was clad in white—no doubt a lab coat.

"Professor...?" he called, though not too loud. He was almost afraid to disrupt the heavy silence.

He received no answer and he ventured closer. The figure was indeed a scientist, clad in a clean lab coat, metaphorically camouflaging him with the sterile environment. He'd only ever seen Professor Hojo a few times, and he certainly stood out from most others in the Science Department. He was gangly and always hunched over notes of some kind, muttering to himself, dark hair falling out of a messy ponytail, glasses perpetually perched to fall off the bridge of his nose. This was the exact same man he was face with, and he sighed with relief.

"Good, you're saf—"

"Shh!" The man immediately cut him off. "Please be more quiet..."

That nasally voice was odd and quite... grating, but strangely, that wasn't what Zack took notice of most. Despite the clean coat, and the pressed clothes he wore beneath it, Zack was able to tell that appearances were not ranked high on this man's list of priorities. His hair was greasy-looking, and he smelled of a man that had not showered in a while mixed with the acrid smell of chemicals. He resisted the urge to wrinkle his nose at the unpleasant reek... but as he drew closer, he was disturbed when he caught the same smell of death on the man, only far stronger.

Zack certainly did not want to think of what he'd had done to get the stench on him, and he quickly drove the thought from his mind. He had an objective.

"Sir," he began, heeding the professor's words to be quieter. "Genesis and his army are attacking the building, and they may be after you."

"And you're my protection...?" the professor commented without even glancing at his way. He picked up on the mocking tone immediately and did his best to ignore it.

"In any case, Professor, we have to evacuate," he said in an even voice, trying to hide the way the man so easily _disturbed_ him. "Will you please come with me?"

The man chuckled to himself, and Zack watched as his spindly body quaked. Honestly, he failed to see the humor in the situation, but he said nothing and merely waited for Hojo's mirth to subside. Even afterwards, he saw the smallest smirk on that gaunt face.

"Degrading monsters are nothing to fear."

Zack just tilted his head, suddenly curious. "Are you talking about Genesis?"

Hojo turned to him, and he had to repress a shudder at the cold, calculating gaze. The way he looked at Zack was unsettling, and there was an odd glint in his eyes as he seemed to look him over from head to toe, staring as if trying to tear away his clothes and skin, to reveal the muscle and bones beneath. It made him feel oddly exposed, naked... defenseless. He felt as if he were being appraised... like some piece of meat, his quality and worth being judged.

"Indeed," Hojo said after moment. "A memento from an unenlightened era, when men could deem any unclassified life form an Ancient." Zack finally did shiver after a moment when a smirk broke out on the man's face; it looked absolutely _creepy_. The chuckle that followed only made him more uneasy. "It is nothing compare to the _masterpiece_ I have designed."

"Uhm... 'Unclassified life form'...?" Zack would admit that he wasn't the brightest, but none of what the man said made sense... though he had a sneaking suspicion that the Professor was not really speaking to him anyway.

"Humph. Your ignorance is of no consequence," Hojo dismissed him, turning and walking a short distance away. "You SOLDIERS were not designed to think. You were made to protect the men that made you, that think _for_ you... like me."

_Made? Designed?_ He'd heard something quite similar once before, and it made a trace of anger pool in his stomach.

Abruptly, Hojo turned back to him, and those eyes roved over him once more. Now though, Zack understood. He was appraising him like one would an object... a weapon, and memories of that day in Wutai resurfaced in his mind. He allowed the man to stare at him, to judge him, because there was nothing else he could do, but gradually that anger built in his gut.

"Still," Hojo began after a moment. "None of you could compare to _my_ Sephiroth..."

Zack was slightly taken aback at the mention of the First. "Sephiroth?"

That smirk only widened. "Why, yes. Sephiroth is my _greatest_ creation to date, the greatest weapon this world has ever seen." He could hear the words of the vice president in his mind as the professor continued, and with every word, his anger only rose. "I designed him to be the perfect specimen, possessing capacities _far_ exceeding those of a mere foot soldier... still, being a creature of flesh, he will not be so easily dismantled and remade when he becomes obsolete, but—"

"He is a _human being_," Zack suddenly exploded, rage overriding his sensibilities, "not some _object_!" The words came out before he could think, and he froze, eyes going wide. He really needed to learn to think before speaking, and erupting like that in front of the _Director_ of the Science Department didn't bode well for him at all.

Without missing a beat, Hojo let out a raucous cackle as if what he'd heard was the most ridiculous thing on the Planet. For some reason, that laugh made his blood boil, and he felt his fists clench. He'd felt angry in Wutai, when he listened to the way Vice President Shinra talked of Sephiroth. But hearing this gangly old man talk in such a way about him, the way he _dehumanized_ the man... it was infuriating on a level so much deeper. It felt... personal, as if the professor were saying those horrible things about him and not someone else entirely.

When his laughter faded, Hojo snorted. "I see no one has conditioned you to mind your tongue, boy." Zack wanted to growl, but he held it back, settling for a noise of agitation when the man's eyes were on him yet again.

This time however, he seemed much more attentive, as if he were searching for something. Zack didn't realize the close attention Hojo paid to his face, his tensed stance, and the way his hands, balled into fists, trembled. After a few moments, Zack heard him make a thoughtful noise and mutter to himself. "Most intriguing..."

Zack's anger faded only the slightest, confusion taking its place. However, he did not allow it to show on his face. Only the slightest tilt of his head was any indication of his perplexity, but it was all Hojo seemed to need. He shuffled closer, a hand at his chin in thought.

"Curious that you would have such an intense reaction," Hojo mused.

Zack snorted. "Well he _is_ human," he said, hoping the professor didn't notice the way he grew uneasy as the space between them narrowed. "He deserves respect."

He flinched when that laugh pierced his ears again, and he took a step back, only to see Hojo come closer still.

"His skills and power are commendable, yes, but he is hardly anything more than an experiment, a creature born from engineering... the same as _any_ weapon."

The whole time Hojo spoke, he did not meet Zack's eyes; rather, he took in the way he physically reacted to his words. He was intrigued by the upset. Zack nearly shook with renewed rage, and he did his best to hold his tongue. Though, in his anger, and his need for space, he did not notice the way the Professor seemed to herd him in the opposite direction, and slowly across the platform toward the large pod.

After a moment, Hojo paused, and without thinking, so did Zack.

"Your anger is quite amusing, boy," the old man said. "You react as if I have offended you personally."

"Well, I—"

"Sephiroth is little more than an object to be used for Shinra's gain, the face of the impossible goals that continue to supply the company with the bodies necessary to further those goals." Hojo continued to speak as if Zack had not said a word. "However, he is the leader of those bodies, and therefore he does require that respect, as a superior." He moved closer, and this time he looked Zack straight in the eyes. "But your reaction indicates something much... more. Why is that?"

Zack took another step back, nearly losing his footing, and sputtered. "Wh-what? I don't—"

"As a SOLDIER, a First Class by the uniform you sport, you have no doubt met Sephiroth," Hojo pressed on, all but physically pressing closer as he did. "But do you _know_ him? On a personal level? Physical?"

"N-no, I just—"

"Perhaps you consider him your friend." _Well, I did say that once._ "Or... perhaps he is _more_."

"No!" Zack exclaimed, just desperate to finally get a word in. "He's just—"

"What, boy?" That glint in the man's dark eyes came back, and Zack could not hold back the shudder. "What is he to you? What do you see in him?"

He froze. He honestly had no idea _what_ he saw in his superior. While he would admit that he'd like to call the silver-haired man a friend... somehow, that wasn't enough. Looking into Hojo's eyes, he felt as if his very mind was being silently probed, as if the man saw every questionable thought he'd had about Sephiroth, as if he knew that Zack saw the man in his dreams and in the faces other people.

"Hmm... perhaps you are drawn to his strength, then," Hojo said after a moment. "Perhaps you aspire to emulate him... _be_ like him."

"Well," Zack flailed for words. "I-I mean..."

That was true... Sephiroth had been his reason for joining SOLDIER. As a kid, Zack, like so many other boys, sought to be like him, to be a hero—and he still did. He wouldn't lie and say that he did not desire to have strength like Sephiroth, to have the respect of so many and be renowned as a hero to the majority of the Planet. However, there was more to it... more than he was willing to admit even to himself.

Hojo chuckled, his hand still at his chin. "If it is power that you seek, boy, I believe I can be of assistance to you."

Abruptly, he turned his back and shuffled away, causing Zack to sputter yet again in confusion. "Wait a minute, _what_?" Everything Hojo said served to bewilder and unsettle him, and this offer only served to baffle him more. Against his better judgment, after having been trying to avoid closer contact with the old man, he took a step forward, intent on following... only to have a glass barrier come down between them.

"What the— Hey! What the hell is this?" he shouted at the man.

Hojo turned back to him once he reached the control panel, but he didn't even bother to look up. "There is no need for concern, boy," he said amidst a chuckle. "It is merely a simple experiment."

_Experiment? Oh _hell_ no! _"No way," Zack cried. "I'm not gonna be your _lab rat_!"

"I am sure you will find this to be quite... beneficial."

Zack watched the professor as he set up... whatever it was he needed set up. He became increasingly nervous, having no idea what the gangly man was planning, or whether he would come out of it. What if he wound up like the monsters in those tubes? Would Hojo do that to someone who had come to _save_ him? There wasn't much time for him to dwell on those questions before his vision suddenly went white and strange sensation coursed through his body. It felt as if every nerve, every _cell_ of his being was buzzing in unison, making it feel as if he were trembling all over. Without realizing, he sunk to one knee suddenly unsteady on his feet, but almost as soon as it began, it stopped. The light faded, the buzzing ceased, and he was left crouching in the pod.

_What the _fuck_ was that?_ Was it the power Hojo claimed he could help him get? If so, he felt no different, no stronger. When the door to the pod opened, he shook his head and got to his feet, stepping out of his confines and checking himself over.

"Funny, I feel no different," he muttered to himself, then chanced a glance toward Hojo and spoke up. "I thought I'd feel more of a surge of power or something."

Of course, the Professor was not looking at him, but from what Zack could see, he didn't look at all bothered. "Simply the limit of you cellular structure," he said with a flippant wave of a hand. "Your design is unable to accommodate the sort of power my creation possesses."

Again with the 'design' this and 'creation' that.

"But... perhaps you would like to be altered to the point of degradation," Hojo continued musingly. "Like that second-rate scientist's little subject." Zack could hear the mockery in those words much too clearly as he made his way back across the platform. And the way he so easily objectified both Sephiroth _and_ Genesis was increasingly unnerving.

Enough was enough. The old man had had his fun, and now it was time for Zack to complete his mission. He was more than eager to get the old creep out of the building and _away from him_. He certainly wasn't gonna miss him, either. Vaguely, he could understand why Sephiroth had said to forget about him. Clearly the two saw a lot of each other, and if this was how the professor always acted... he wondered how his superior was able to stand it.

"Professor, we should be going," he said after a few moments.

"Ah, yes," Hojo replied. "You did say that Hollander's little failure aimed to find me." Zack said nothing, and he continued. "Tell me, boy, are you prepared to defend this brilliant mind with your life?"

_Well I _was_... and then you started talking_, Zack thought. "Of course I am," he said aloud, by some miracle able to muster up the enthusiasm. "'Come and get it' is what I say!"

Hojo's chuckle was almost enough to make him wilt. "Most encouraging, boy. I will not abide any losses to some second-rate hack's _failure_."

Reluctantly, Zack nodded. Had Genesis not been pursuing the scientist for the petty revenge of another man, he may have considered letting the First just have the old guy and pretend he hadn't gotten there in time. However, Zack knew he wouldn't have been able to do it. Angeal was putting trust in him to do this, to keep Hojo safe and out of Genesis's hands; he had every intention of living up to that.

Suddenly, his thoughts fled when he felt a small prickling on the back of his neck. The curious sound that came from Hojo only cemented a growing tension. They weren't alone... not anymore, at least. Quickly, he turned to the professor, just in time to see a flurry of dark feathers falling around him, and a familiar figure in crimson land almost silently before him.

_Shit._

The auburn-haired man only spared a passing glance at Zack, fixing him with a cool smirk, before turning his attention back to Hojo. The man only chuckled, a sound that was beginning to grate Zack's nerves.

"Well, well, look who's here."

Zack could see Genesis's eyes narrow, and his smile grew cold and threatening. He tensed when the red blade was lifted and poised at the back of Hojo's neck, ensuring that a single thrust would kill the man. However, the scientist's demeanor didn't change. He didn't flinch, tense, didn't even bother to turn and face the man that aimed to end his life. He kept his back to the former First, a wordless proclamation that he held no fear... nor a real desire to bother with him at all.

"Hollander sent you, correct?" Hojo questioned. "You think that if you obey Hollander, he will stop your body from degrading, yes?" He let out a barking laugh after that and shook his head, as if the very idea was a foolish one. "How very _pitiful_."

Zack watched Genesis's expression morph into a nasty scowl, and the blade was driven forward, just enough the press against Hojo's skin. "Genesis," Zack growled as he rushed forward, readying his own sword for battle. "Back off." Hojo only continued to laugh, and it made Zack inwardly question whether he understood the gravity of the situation.

"A hack like Hollader couldn't cure a _cold_! What makes you think he could save your pitiful life?"

Was he... was he really _taunting_ him? That scowl on the former SOLDIER's face deepened, and he pulled back, readying his blade to deliver a killing blow.

"Genesis!" Said man froze on the spot and both he and Zack turned towards the source of the voice. Zack felt relieved when he caught sight of his mentor. Perhaps _he_ could talk sense in Genesis. "That's enough, Genesis."

"Ah, what do we have here?" Hojo drawled with another unsettling chuckle. Finally he turned his head and regarded the white-winged SOLDIER. "Ah yes, now we are graced with the entire cast of Hollander's _freak show._"

Zack felt his rage flare anew. What the hell was the guy's deal? Angeal was the one to send Zack to save his gangly ass, and he called the man a _freak_? His fists clenched and he turned towards the man, intent on speaking out. There was no way he was going to let him get away with that. However, one glance at Angeal and he caught his mentor gazing at him sternly, a silent order to keep quiet. He obeyed... though reluctantly.

Genesis fixed his friend with an even stare, but his stance relaxed and his blade fell to his side. He turned towards Angeal, gaze never changing. "_My friend, the fates are cruel,_" Genesis recited."_There are no dreams, no honor remains._" Zack couldn't help but notice the gravity of his tone, how serious he sounded. It was as if he were not speaking words from a mere book, as if they were sacred somehow. "_The arrow has left the bow—_"

"Silence with that_ useless_ drivel, boy," Hojo spat. The sudden outburst was enough to make Zack flinch and catch the two ex-SOLDIERs off guard. Turning his attention to Genesis, he saw the man's eyes wide with disbelief. Then he glanced to Angeal and noticed a deep grimace on his face, and he got a sinking feeling that Hojo's interruption had not been a wise move.

The anger and disgust on Genesis's face made Zack shiver. An enraged sound issued from the SOLDIER, and his blue eyes flared with mako energy. Before any of them knew it, the rapier was once again raised and poised at Hojo, but Zack noticed the way the blade trembled slightly in his grip.

"How _dare_ you," Genesis snarled.

Angeal looked as if he were about to intervene before his friend did something foolish, but to all of their surprise, Hojo cackled. The sound was grating, and above all disturbing and left Zack just gaping at him. Finally, the scientist turned and regarded Genesis, taking him by surprise, if the way his eyes widened was any indication.

"LOVELESS... What _nonsense_," Hojo declared. "However, I suppose it is fitting for such foolishness to hold significance in the eyes of something just as useless." Looking to Genesis, Zack saw the man bare his teeth, and unconsciously took a step back. Hojo, however, was undeterred. "A failure of a creature such as you is undeserving of the power you possess," Hojo ranted on, "a waste of the resources used to design you... yet you aspire to save your worthless existence and attain the same esteem as my masterpiece. It is a wonder you are placed within his league, no matter the fallacy it is."

Genesis's blade was immediately thrust forward, pressing dangerously into the skin of Hojo's throat, yet the scientist only laughed haughtily. Zack couldn't believe his eyes. Here the gangly man was mere inches from death, and he laughed in the face of a man that could murder him without a moment's thought. Not only did he laugh, he outwardly _mocked_ the auburn haired man, even with a blade right up against his neck. He didn't know whether to be impressed by the lack of fear or disturbed by the blatant display of insanity.

Just as it seemed that Genesis had had enough and was going to drive his sword into the old man, a hand clamped down his shoulder, effectively stopping him. Zack looked on as Genesis turned and regarded Angeal, who kept his grip where it was. He couldn't see Genesis's face, but he could see his mentor's and the look on his face was stern. The two stayed that was for a moment, as if having a complete conversation with just their eyes, before Genesis looked away and lowered the blade at Hojo's throat with a noise of frustration.

Nothing else was said, even Hojo having nothing more to say, though that didn't erase the triumphant smirk from his face. Genesis simply walked away from Angeal, passing Zack and Hojo without a glance, towards the large glass pod. Zack watched him as he passed, clearly confused, only to be taken aback when he suddenly launched a powerful spell, obliterating the pod and much of the wall behind it.

Slowly, the hand that cast the spell lowered, and Genesis turned back to face them all. He zeroed in on Hojo and fixed him with a nasty smirk. "'Freak show,' you say?" Genesis retorted, his voice smooth though tense with restrained anger. "Perhaps you should take a look at the snake-eyed _abomination_ you call a 'masterpiece.'" With that he turned his back, spread his massive black wing, and took off through the hole left by his attack.

For a moment, Zack was almost floored. Had Genesis really used such words to describe Sephiroth? What on the Planet would spur someone to say such horrible things about their own _friend_?

Without much consideration, he took off after the SOLDIER. Angeal dived behind him, instantly airborne, and as he felt himself being lifted up and flown out he thought for a moment that his move may have not been the smartest one. Nevertheless, Angeal climbed the air along the side of the Shinra building, disappearing in the smoke from the damaged pod, leaving Hojo cackling madly to himself.

o0o

They pursued Genesis to the very top of the Shinra building, following the wake of black feathers. When they ascended over the helipad, they found him perched above, an impressive light creating a runic symbol before him. Zack stared in awe at the display, remembering the exact same design from several times in the past.

"He's summoning again," he said, a little more maliciously than he intended.

Angeal pitched them forward, skimming over the helipad. "Zack, I'm leaving this to you." With that, he released his hold around Zack's waist, the younger stumbling as he landed. Zack yelped in surprise and gave a futile attempted at chasing after him.

"W-wait a second! Angeal!"

The man looked back at him and gave him a reassuring smile.

"You can do this. Trust me." Wings outstretched, Angeal took off straight for his friend, drawing his blade for an aerial battle.

"Wait! Angeal," Zack cried. "Don't leave me here, come back!"

He watched, unable to stop his mentor from leaving, and the two Firsts clashed in the air, their blades ringing. They rose higher, Genesis on the retreat with Angeal hot on his heels, and Zack stared after them until they disappeared into the mako-green haze that was Midgar's sky. Zack didn't have time to be upset, however, as when he turned around, he was faced with the beast Genesis had summoned. The enormous golden dragon perched on the railings atop the building, opening its maw and sounding an ear-splitting roar. Zack gripped his sword and held it at the ready, the adrenaline already flowing through his veins and a grin of pure excitement breaking on his face.

o0o

When at last the dragon was felled, dissolving into strands of magic as it faded away, the imaginary realm it had been housed in shimmered and flashed out of existence.

As the light faded, Zack was left alone on the helipad with nothing but the sound of the wind in his ears. He stared back into the sky where he last saw Angeal and frowned at the vacant air. His mentor had vanished... again... without so much as a word of parting.

"Dammit, Angeal..."

o0o

In the weeks following, everything went back to the way it had been. Zack was restless and agitated, and had a whole new slough of questions with no answers. Angeal's return had given him hope, and the display between him and Genesis gave him a clearer picture of his mentor's motives. Perhaps Angeal really wasn't a traitor, but stuck between his loyalty to his best friend and his duty to SOLDIER. If that were the case, Zack really couldn't blame the man for his choice... he likely would have done the same.

The encounter with Hojo had also proved to complicate things. The man had managed to pull into light all the things he'd been trying to hide, and now he was once again plagued by thoughts of his superior, only now they were much more vivid. In addition, what Genesis had said about Sephiroth continued to weigh on his mind. After a few days, Zack finally couldn't take it, and attempted to contact the man... several times... only to be met with the automated voicemail.

His attempts did not cease either, and eventually he found himself, a week later, in the SOLDIER floor lobby, trying—and failing—to reach the silver-haired man... to eventually learn that he'd locked himself in the data room. Of course, after hearing that, he went straight there and suddenly it was like he were standing in front of the man's office again. He stood staring at the data room door, almost able to sense the First on the other side, hand poised to knock yet unable to do so.

Frustrated and much too tired of it all, he let his hand fall and he rested his head against the door. He had so much he needed to tell the man, things he didn't want to admit. But after Hojo, Zack finally realized that he couldn't hide it, no matter how hard he tried. Even though he barely knew him, he was falling for Sephiroth... and he'd fallen _hard_.

It was quite a dilemma. To admit it would likely get him demoted—or worse—and it just wasn't proper. Not only that, but it was _Sephiroth_. The man was perfect, powerful—hell, the man was a fucking _hero_, far above the likes of him. What interest would the silver-haired man have in someone like him? He sighed, agitated and confused.

"How the hell do you tell your superior officer that you're crushing on him, anyway?" he muttered to himself.

"Uhm... Mr. Zack?" The voice made him tense, and he turned to be faced with another operative, a Second... whose voice sounded vaguely familiar.

"Uh, hi," Zack said, scratching at his head and worrying that he'd been overheard. "Uh, aren't you...?"

"Yes, sir. Luxiere," the Second confirmed. He was the one who idolized him, if Zack remembered correctly. "I came to see if maybe Sephiroth had left the data room, so I could let you know. You seemed like you needed to tell him something important."

_You have no idea..._

"Right. Well, it's still occupied, and he hasn't answered my calls, so it's fair to say he still in there."

"You seem concerned," Luxiere commented casually. "Not that I blame you. It can't be healthy."

Zack made an absent noise and leaned against the wall. He was silent for a moment, finding his eyes tracing over the SOLDIER before him. _I wonder..._ Out of all the methods he'd used to get Sephiroth off of his mind... there was still one he hadn't considered. And suddenly, Luxiere, a SOLDIER he barely knew, was the perfect person to go to.

"Hey, uh, Luxiere," he started, getting the Second's attention. "I know this is a little weird, kinda sudden, but would you... y'know, like to come with me to my apartment and... hang out?"

Luxiere sputtered, and Zack recognized it immediately: it was the same sound he made when Angeal asked if he'd like him to train him. How cute. Feeling just a little more like himself again, he fixed him with a friendly smile, laying on just a bit of his natural charm as well.

"C'mon," he coaxed. "I like getting to know all the SOLDIERs, but with all the recent problems, everyone's been kinda scattered. I haven't had the chance to get know you yet."

It took a moment or two before Luxiere answered, just a little nervously, "Well... sure. Why not?"

Zack's smile widened just a bit, and he came closer, putting his arm around the kid's shoulders.

"Awesome."


	10. Can't Stop Thinking

And here it is people.

After close to six months, I've finally finished this chapter. This one's gone through a lot of drama...a lot of changes. A lot of shit's gone down since I last updated this fic, and this chapter sat undone for waaaaay too long. I was a bit reluctant to keep going without the presence of a beta, since I have my doubts about my work, and my former beta seems to have left. But after joining a writing group, and meeting some new people, I found my drive to take this back up and work to finish it.

My thanks to **DarkPatu**. He was willing to proofread and give me some suggestions, even though he had a lot of projects himself to work on, he also gave me a pre-submission review that made me feel really good about this chapter XD. Also gotta thank the fantastic **JenesisX** for motivating me and dealing with my ramblings of slashy-slashness, even though it's not really her thing. I suggest checking both of them out; good reads will be in your future.

Now, onto the fic stuff.

Pairing(s): onesided Zack/Seph, Zack/(surprise), Zack/random SOLDIERs, mentions of Zack/random SOLDIERs, and failed Zack/Aerith flirting... Zack is a slut in this chapter.

Warnings: language, slash, sex. Expect these often.

As always, I greatly encourage reviews. I love hearing what you all think. The good, the bad I welcome it.

Happy reading, folks~

* * *

He couldn't sleep.

Lying on his back, arms crossed behind his head, he stared at the ceiling. His sensitive ears could pick up the sounds of the busy streets outside, the hour having no effect on the activity of Midgar's people. His enhanced vision easily cut through the darkness of his bedroom, and he traced imaginary patterns along the plaster as his mind reflected over how he'd gotten to this point. Even over the noise outside, he could hear the sound of his own even breathing... and the breathing of another next to him. The room was otherwise silent, the air still but heavy with the scent of sweat and... other bodily fluids.

The tingling in his nerves had long since faded. Even the phantom sensations he'd grown used to, the feel of ghostly hands upon his skin and the imaginary tremble of his muscles were nonexistent. It certainly had not been the best he'd had; sure it was a new body, and he'd gotten off, but it had been... lacking, leaving him mostly unsatisfied and wide awake with the thoughts he tried to rid himself of.

Zack chanced a glance to his left and took note of the sleeping form next to him, the pale face and hair that, in the light, was a dirty bond. His eyes were closed, pale lashes that were still dark enough to see fluttering every few moments. The word "cute" came to mind. The kid was cute, not bad looking at all... but cute had never been Zack's thing. He was too small, not enough muscle for his tastes, though Zack would admit that the younger SOLDIER made some pretty sexy noises when he was getting pounded into a mattress.

Perhaps under different circumstances, Zack would have enjoyed himself; there was no real reason why he shouldn't have. The kid was the perfect fuck—tight, virgin, and willing... _more_ than willing. He'd moved in such an erotic display of submission, writhing and arching, his head thrown back against the pillows as he moaned and panted Zack's name. Zack hadn't been easy on him either. The younger man was a SOLDIER Second, his body perfectly capable of handling worse abuse. And _Gods_, he handled well.

His thoughts paused when Luxiere shifted, making a small noise in his sleep. Very briefly as he watched lips part to take a breath, he couldn't help but wonder what a certain First looked like when he slept. Did he look as peaceful as the Second next to him? Was he silent, or did he utter soft sounds in his sleep? Did he snore...? Probably not.

A sigh left Zack's lips, and he sat up leaning his back against the headboard. He couldn't bring himself to feel frustrated as the silver-haired man once again invaded his thoughts, though that didn't stop them from being quite the inconvenience. When he looked back down at his side, for a brief moment Luxiere was gone, and in his place was a larger, stronger body with long silver hair fanned out over the pillows and sheets. Gods, he bet the First was gorgeous stripped bare and fast asleep.

When he blinked, the silver-haired man was gone, and the Second's smaller body was once again at his side.

Zack had honestly enjoyed it at first; he hadn't had the chance to be with someone new in a while, and there was a certain thrill to getting acquainted with a new body. There had been no emotion, only raw lust and frustration, and he'd very nearly lost himself reveling in the way that body felt around him. That all faded the moment the Second looked up at him, fixing him with eyes that were still changing, the blue from the mako creeping slowly towards his pupils. In an instant those eyes turned cyan, and the short blond hair became long and silver. The image had disappeared just as quickly, but the damage had been done.

The thrill was gone and the pleasure became shallow. Looking back, Zack was surprised he even came at all. He was fairly sure that he wouldn't have had he not simply given up and allowed his thoughts to wander to his superior. He remembered the way Luxiere arched sharply and cried out his name when he came; in Zack's eyes, a body much larger thrashed under him, and the voice crying his name was much deeper. When Zack himself reached his peak, he kept silent; it had been for the better though, since he may have uttered the wrong name had he allowed himself to make a sound.

Even as he watched the kid lying breathless under him, there had been no smug satisfaction at his performance, at how he so easily made a man melt beneath him, no deep seated tingle in his spine that made his muscles shudder beneath his skin. There had been nothing, nothing but fleeting pleasure from an empty orgasm.

Still it wasn't like he could blame Luxiere. Despite the... anticlimactic finish, the thrill had still been there. He'd enjoyed the kid's company, and when he'd laid the proposition before him, it had been fun to watch the kid blush and sputter before accepting. Actually getting Luxiere to bed had been the most fun, especially when he practically tore that uniform off of him. The Second hadn't been so bothered by Zack seeing him naked, which was no surprise.

What did surprise him was when he himself stripped, and Luxiere's eyes immediately strayed downward. He laughed when the kid blushed and looked away. Hell, he'd likely seen enough cocks in communal showers that he should have been used it... but maybe there had been something else to it, perhaps similar to the way Zack blushed every time he imagined Sephiroth naked and splayed out over his bed.

But with the fun over he was left sitting in the dark, watching his latest conquest sleep. He almost chuckled at the thought of the Second not being able to sit or walk right for a while. Kunsel would most surely have something to say about it. Zack was pretty certain his friend would somehow know that he'd brought Luxiere back to his apartment, and seeing the kid trying to hide an awkward limp would definitely pique his friend's interest. It would give Kunsel a chance to ask some awkward questions, if for no other reason than to see Zack sputter.

He turned and looked at the digital clock at his bedside, but his brain didn't register the numbers on the display. He was restless, completely unable to fall asleep but at a loss of what to do about it. There was brief consideration at going into the living room and doing squats while watching TV. Then Zack considered venturing to the training room, or perhaps he'd wander the city or even call Kunsel, knowing his friend was up at odd hours as it was. As if of its own accord, his body had risen out of bed before he realized it. He went to his closet and threw on whatever clothes his fingers touched first, and then glanced at the SOLDIER in his bed before quietly leaving.

o0o

Despite the ideas in his head, Zack did not go to the training room, nor did he go to Kunsel's place or even leave the building entirely. Somehow, he found himself back at the data room staring at the door as if trying to see through it. He hadn't intended to come here... but he'd had no real destination in mind, only a need to get out. Perhaps the data room _had_ been his intended destination; with the recent crazy nature of his thoughts, he couldn't be sure... and there was no sense in thinking about it.

Zack's hand went to his handset, but he paused as his fingers wrapped around it. It was pretty late—almost early morning. If Sephiroth was not in the data room he was likely sleeping, and he didn't want to disturb his superior for some late night idle conversation. Briefly, he considered just going in, but without the proper clearance a reprimand would be the _best_ he'd get. The last thing Zack wanted was to risk his job further by breaking protocol. He only had the one option, and after a few moments of thought he finally raised his hand and rapped on the door.

It didn't open, and he heard nothing. Of course, that didn't mean Sephiroth wasn't in there—though Zack couldn't see why he would be—but if he was, he clearly had no desire to be in the company of another. The only other place was the First's office, but Zack very much doubted he'd be there, not at this hour.

He didn't stop the frustrated noise that came from his lips as he backed away from the door. All he wanted was to talk to the man, but it seemed that _something_ was dead set on preventing that. Eventually, he was going to have to get this problem dealt with; it was becoming much too distracting, and eventually it would affect his performance on assignments. Perhaps with his job at stake, he'd be a bit more willing to confront Sephiroth... but he really did not want to drag this on long enough for that to happen.

With no other ideas in mind, he sighed and trudged back to his apartment. Maybe he could wake Luxiere and fuck him again.

o0o

By the time he made it back he was actually thankful that he'd gotten no response from the data room. When he looked over himself, Zack was actually a bit disappointed at his intention to face his superior officer while looking so sloppy. His clothes were rumpled and wrinkled—and what was that stain on his pants anyway? He knew his hair had to have been a horrible mess since he hadn't bothered to even try and smooth it down much less _comb _it, and now that he thought about it... having neglected to shower, he must have reeked of sweat and sex.

Even if Sephiroth had appeared from behind that door, he would have likely wrinkled his nose and turned him away. Why bother with someone who didn't even bother to look halfway presentable?

Upon entering his bedroom, he noticed his bed empty. A noise made him turn towards his bathroom, and there he saw the door wide open, light on and shower running. Zack silently ventured closer and stared into the room watching the silhouette of who he knew to be the Second he brought to bed behind the shower glass. Immediately, his mind went to Sephiroth, and he could so plainly see him behind the glass, rivers of water flowing down his body, silver hair soaked and plastered to his skin.

That thought alone made something wake in him, and he shivered with arousal.

Without a word, he removed his clothes, leaving them in a forgotten pile on his floor. He'd pick them up later when he decided to actually _clean_. But cleaning was not on his mind at the moment. He was once again agitated, frustrated, and _hard_, and as long as Luxiere remained willing, Zack was going make use of him.

He strode into the bathroom silently, shutting the door behind him.

o0o

Inevitably things returned to normal, and Zack was once again thrown into the dull repetition that was his routine. There were a few minor differences; after the attack, there were frequent reports of monsters and straggling copies that had somehow managed to hide out in the city and the slums. Even though they were far too simple for his skills, Zack gladly volunteered to go on several extermination missions, often requesting to investigate sightings in the slums. While he would not be able to necessarily visit, he made sure to keep constant check on Aerith's church to make sure that it remained safe... or as safe as it could be down there.

Extermination missions never lasted long though, and they were much too easy. Not to mention that the novelty quickly wore off once he got reacquainted with mission reports... Gods, he hated reports. It didn't take long for him to become bored, and he'd only request to be assigned for missions in the slums, particularly Sector 5 or the neighboring areas. Without the missions occupying his time, he turned to his near constant training which wasn't much better of an alternative.

It wasn't until he decided to forego the holograms and train with other SOLDIERs again that things began to get interesting again.

He'd actually begun to divert his focus from Angeal and Sephiroth after a few days. His mentor was a First and could handle himself, and after what Zack had seen between him and Genesis, he was much more confident in the man's decisions being the right ones. The silver-haired man began slowly sinking back into the recesses of his mind, only showing up whenever he was caught with nothing to keep his attention.

At first, Zack had been unsure of training with other SOLDIERs again, worried that the cause of his distraction would only become more prevalent. Fortunately, that had not been the case, and he was reacquainted with the excitement of sparring with living humans.

While the programs in the training room were constantly changed and updated, their AI refined to make them less predictable, after fighting them enough times, one began to see a pattern. Even the smallest consistency could prove fatal in a battle against a skilled opponent, and once a pattern could be picked up in the programs, they were easily defeated, the fun gone. A living opponent however could not be predicted in most cases. Even new recruits who repeated moves to smooth out technique were prone to unexpected error.

Admittedly, it was also pretty cool to see the way the new Thirds looked up to him as a First. Zack also found it a bit funny to be present in training sessions and see the new kids amp things up the slightest bit in an effort to show off, in an effort to please... an effort to please _him_.

He tended to keep with Seconds when he did actively spar. He knew them, knew most of their strengths, their limits. Thirds were new, most of them not even fully enhanced. He tended to simply watch the Thirds, give pointers wherever needed, but mostly watch which often proved more entertaining.

A particular day though, found Zack sparring with one of the more advanced Seconds. Their match must have been pretty intense, since when it was finished—Zack coming out on top of course— he noticed that several of the Thirds present in the room had stopped their own training to watch. It had been fun, more fun than he'd had training with someone in a while, and he felt some of that pent up restless energy leave him when it was over.

Afterwards he found himself in the locker room showers, somewhere he hadn't been in a while either. He'd had the option of simply gathering his things and heading back to his own apartment, but he was in the mood for some nostalgia, for reliving his days as a cadet and SOLDIER Third, showering in a large room with a bunch of other men... it was pretty hot, admittedly.

Somehow Zack ended up showering next to his sparring partner, and even after they were both finished they lingered until after every other SOLDIER had left. It was then that the Second turned and gave him a look... one that he hadn't been faced with in a while. Before Zack really knew it, he was on his knees, his mouth around the Second's cock.

It wasn't terribly common, but it also wasn't the rarest occurrence for operatives to proposition one another. The job often kept them from returning to their own partners, or going out into the city and satisfying themselves with one-night-stands. Sometimes, one of the few female operatives would be willing to engage in casual relations with a male comrade... but female SOLDIERs tended to be just as butch as most of the men or kept to themselves. So the men often turned to each other for sexual gratification—the women likely doing the same with one another.

Once Zack had become familiar with sex in general—thanks to Kunsel of course—he'd quite often find himself in the showers or half dressed in the locker rooms, going down on a fellow operative or, less often, letting them go down on him. Maybe it was because he got used to it as a Third... or maybe it was a minor kink of his to be somewhat dominated; really he never thought about, nor did he care.

The Second who had him on his knees this time around was clearly one of the straight ones. He could tell by the things he heard the man mutter under his breath—and Gods were they _dirty_. He was obviously used to just shoving his cock down his girl's throat if the way he yanked at Zack's head and thrust into his mouth was any indication, and it took a lot of will to keep from gagging on him.

It didn't last very long. It never did. It was a short and to the point encounter that served no more purpose than for a sexually frustrated man to get off and then return to his duties. Zack knew the Second was about to come when he was suddenly pulled off his man's cock, and before he could react, his face was covered in cum.

He grimaced in disgust. Zack couldn't count how many times higher ranking operatives would come on his face when he was a Third, leaving him to clean it off and try to scrub it out of his hair; it was a show of superiority, of dominance. Though, while that was bad, he honestly couldn't decide if it were worse for it to wind up on his face... or on his tongue. He'd had a fair share of temporary partners hold him there and release into his mouth, some even going so far as to try and make him swallow—which he _refused_ to do. It was was disgusting to say the least and was only made worse by the lingering taste of mako.

The Second must have realized his mistake and abruptly let him go. When he glanced up, the man's eyes were wide in fear, but Zack only sucked his teeth and stood; it wasn't like anyone would know. No straight man would brag to his buddies about how he jizzed on some other man's face, and Zack had proven to enough people out in the open that the Second was anything but superior to him.

So he let it go. They cleaned off, redressed, and left without a word. It wasn't awkward, and it was likely that he'd see the Second again, spar with him again, and it would be as if nothing happened.

o0o

Another couple of days passed, Zack alternating between training, sleeping, and more training. He did manage to make time for visiting Aerith after another mission in to the slums, but his visit had been short, much to his discontent and her dismay. He'd left with the promise of them building a wagon for her flowers, an idea that had made her eyes light up in a way that made him feel so pleasantly warm. Zack was confident that his next visit would not be so far off; the stray copies were rapidly dwindling in numbers, and with no foreseeable threats, he wouldn't be duty bound to remain at the Shinra building should he have to be abruptly sent on a mission.

Until that day came, though, Zack would go about his monotonous routine, still making time to at least call and talk to the girl.

It was no surprise when he wound up training again with the Seconds and Thirds. Though instead of sparring, Zack found himself helping a new recruit who just couldn't get a grip on his weapon or a proper stance. He wondered who the hell even allowed the kid to join when he couldn't even hold a sword the right way, but Zack had met several SOLDIERS that were not the absolute best with blades. While the majority of them used swords, others excelled with materia. Still, it was required that a new recruit know the basics of handling a sword, and this kid must have gotten through by the skin of his teeth.

Another thing Zack couldn't help but notice was the way the kid looked at him, or how his cheeks would become pink whenever Zack would physically correct his stance. To give the Third credit, he could hide it pretty well... from someone who was physically blind. But Zack said nothing, pretended he didn't notice, not wanting to make the kid any more uncomfortable than he might have already been. It went that way for the rest of the session before everyone either left to their rooms or went to the showers; Zack chose the latter... again.

It was there that he was approached by the kid he'd been assisting, whose face was an almost adorable shade of pink. The kid stammered quietly, as if trying to say something but too embarrassed to get it out. Zack just stood quietly and waited until the kid's gaze went downward then hesitantly upward to meet his own, that blush all the darker. He had to resist the urge to smirk, but he nodded and watched the kid sink to his knees.

The Third barely knew how to handle a sword, and it seemed he knew almost nothing about how to suck someone off. Once again, Zack found himself coaching the kid while trying to at least get something out of it. Honestly, were it not for the fact that raging teenage hormones often made so much as touching his cock enough to get him hard, he probably wouldn't have even been aroused. The kid was cute, yeah, and he reminded Zack of Luxiere with his willingness, but as Zack found himself looking down, his mind went to someone else. The thought of cyan eyes looking up at him from the kid's place on the shower floor had been enough to make him shudder and finally come.

When the Third got to his feet, blush still on his face, Zack finally did smirk. He was _much_ too obvious, so much so that he may as well have asked to suck Zack's cock in front of every operative in the training room. One thing SOLDIERs learned was how to communicate to each other with little words and few gestures. It only took a certain look for SOLDIERs to proposition each other, and the kid would need to learn that... it looked like Zack was going to be sending a new pupil Kunsel's way.

o0o

That night, Zack once again found himself plagued by the bothersome thoughts that would likely keep him wide awake until morning. Of course, he tried everything to get the man out of his head, failing as always. He found himself on his floor doing squats until he ran himself ragged, when there was a quiet knock on his door. He was surprised to opened the door and be greeted by a head of dirty blond hair and a pale face.

Zack didn't even bother to hide the grin that spread on his face.

"Hey there, Lux!"

o0o

It didn't take long for the sudden spike in sex drive to wane. Perhaps the novelty of casual relations with comrades had worn off... maybe he'd become aware again of those additional nasty things said relations could leave him with. More than likely, though, it was that head of silver hair, that increasingly bothersome but no less arousing invader that returned and refused to leave him in peace.

When he could no longer look at the face of whoever it was he'd decided to fuck and _not_ see his superior, he knew it was time to find another outlet. It was more trouble than it was worth when getting off became a chore by the end of each encounter. Sometimes he wouldn't even come, forcing him to make up some bullshit excuse about stress from nonexistent missions so he could return to his apartment and finish on his own.

Over the span of fifteen _long_ days, he accepted Sephiroth into his mind, no longer fighting off the images and thoughts his mind would conjure up, no matter how vulgar.

Eventually, the focus of those thoughts moved past sex and into the very mundane aspects of life. Shinra was a huge part of the lives of all SOLDIERs, but every operative had a personal life as well. Some of his comrades had girlfriends—a few had boyfriends, many loved to visit home on leave to see families and old friends. The younger ones loved the nightlife, the clubs, and the bars. Still, some just enjoyed meeting in groups at one's apartment to drink booze and watch movies... or the occasional porn flick. So what was Sephiroth's life like?

He wondered what sorts of things the First did in his free time, how he functioned from day to day. What was his routine like? Was he a morning person, or did he take a while to get out of bed? What did he eat for breakfast—hell, what did he eat in general? Did he have a favorite food?

Thanks to one of his earliest conversations with the man, Zack knew of Sephiroth's typical work day... but did that bore him? Surely there was no way a trained SOLDIER would not become overwhelmingly bored with a load of paperwork, but did he work diligently nonetheless? How long did he usually stay in that office? Would he come out for a lunch break, maybe to train for a while just to move around, or did all of that wait until he was done with his daily workload?

What did he do _after work_? Would he head straight home? Where _was_ home for Sephiroth? Did he live outside in the city, in an apartment or house? Perhaps he lived in the SOLDIER barracks, and home was a place outside of Midgar, maybe even on another continent. Perhaps he ventured out into the city for some space or went home for peace and quiet.

Zack would sit sprawled on his couch, staring at his TV and wonder if Sephiroth ever did the same. Did he watch TV? What did he watch? Did he care enough to watch the dull Midgar news? Was he curious of the weather over Sector 8 and possibly as far as the next continent over? Did he watch those dramas? Maybe he liked comedies, or maybe he didn't even watch TV and preferred to read or something.

Thoughts like these eventually consumed Zack's mind, and he wouldn't be able to go about his day without a thought of Sephiroth surfacing.

As he'd expected, it caused him to become very distracted, and it was fortunate that he'd not been hit with that realization in the middle of a mission. Instead, it took sparring with a Third class—one just shy of being promoted to Second—and making a rookie mistake that caused him to get a chunk cut out of his shoulder. It was quite a blow to his pride, and very embarrassing.

The poor kid had stared in a mixture of fear, confusion, and awe. Zack doubted anyone in that gym expected to see a Third land that solid of a hit on him... The kid probably thought he was going to be reprimanded, or worse, kicked out of Shinra for what he'd done, but Zack gave him a lopsided grin and chalked it up to an off day. It wasn't like that was far from the truth.

The spar, of course, ended there, and Zack gathered his things and made his way back to his apartment after wrapping the wound. He didn't make such a big deal out of it, hell it was halfway healed by the time he reached his apartment door. What did bother him was that he'd made the slip that caused him to be injured. He couldn't afford a repeat of such an incident, especially if he were to be put on active duty again in the future. He'd worked his ass off to get to where he was, and he couldn't risk getting himself killed because he was too distracted with fantasies of his superior.

This had gone on long enough. He had to resolve this... he just had no idea how.

o0o

Zack had no idea what made him choose to come to the decaying church. He had not visited Aerith in a while; with so much going on in his mind he'd been oblivious to the opportunity. Visiting the flower girl seemed like a refreshing change to his painfully monotonous routine, so he couldn't bring himself to regret the decision, much less turn around and wander off somewhere else. If anything, spending time with her might take his mind off of... other problems, even if for a short while.

He strode up to the massive doors and pushed them open, hearing the ancient hinges groan with the movement, and stepped into the old building.

Being there never failed to make him feel so... at peace, the very energy within so calm and serene. Looking to the front of the church, he smiled at the sight of Aerith hard at work, tending to the beautiful white and yellow flowers that surrounded her. She did not wear her little white dress on this day but instead wore one of similar design in a soft pink, similar in color to the ribbon he'd bought her the day they met.

Her back was to him, so he was quiet as he approached, mindful of the wooden boards beneath his feet. Perhaps he could sneak up on her; no doubt he would be able to keep dead silent until he was right beside her; she seemed so engrossed in her flowers that she likely wouldn't notice him for a while. However, as he neared the flower bed, she paused as if she could sense someone there and raised her head, making him pause as well. Turning to peer over her shoulder, the curious look on her face became one of joy when she realized it was him.

"Zack!" she cried, getting to her feet and rushing to him.

He chuckled and held out his arms just as she practically pounced on him, jumping up and wrapping her small arms around his neck. He returned the hug gently and couldn't help but smile as she squeezed him.

"Here I was beginning to think you'd never come back," she teased.

He played along, pretending to scoff. "Please. Nothing is more fun than coming down here to bother you."

Gently, Zack set her on her feet and fixed her with a broad grin, to which she shook her head. Without another word, she returned to her flower bed while he found a spot at the edge to sit and make himself comfortable. They remained in an easy silence for a while, Aerith hard at work with her flowers, Zack simply watching and daydreaming.

It was odd that he could lose himself in thought around her without his mind straying into undesired territory. Sometimes he would glance about the old church and try to picture what it looked like when it was newer, intact. He would picture the heavy pews filled with people, and he would wonder what it was they worshipped. The Planet? Perhaps deities like the one Wutai worshipped?

Other times he would watch Aerith.

She seemed to concentrate heavily on her flowers, but her face was always so relaxed, lips always set in a soft smile. It was contagious too, and before he knew it he would smile himself if she hadn't managed to get him to already. Part of him wanted so much to make her his own, for the two of them to be together... but that part of him was admittedly small, a sad reality he hated facing. He often hoped that if he persisted, he could grow to replace the man that plagued his dreams with her. At least a relationship with the flower girl was a realistic venture...

While he was lost in thought and staring into space, Aerith was slowly working her way outward as she tended to the flowers, and eventually she worked her way to the outer edge and finally right next to Zack. He didn't notice the way she peered up at him, curiously taking in the way his expression shifted.

"Boy, you must have a lot to think about," she said, and giggled when he jumped at her voice.

"E-excuse me?" he replied.

Aerith just shook her head, turning back to her flowers. "You get this look on your face when you're thinking... and you seem to think a lot."

Immediately Zack felt slightly guilty. Did she feel like he was ignoring her? _Was_ he ignoring her? He scratched at the back of his head sheepishly.

"Sorry," he said. "Things have been really weird lately." _Understatement..._

She didn't turn to look at him, but shook her head. "Don't worry about it. I'm not upset."

He smiled slightly at her answer... then found his eyes straying over her form. She had such a nice body...for a girl. She was small, so easy to wrap in his arms and hold, with _nice_ curves. Nothing about her was exaggerated, everything fitting together and making her look perfect. She was... _endowed_, he would admit, but on certain days—days like this one—she'd wear dresses that seemed to accentuate her chest in way that was just noticeable enough to catch his eye. He didn't want to be crude... but the view was a nice one.

Once again, Zack was lost in his own head and didn't notice Aerith pause and glance at him... nor did he seem to realize when she noticed where he was staring. She cleared her throat.

"You know, it's rude to stare like that."

And once again, he was startled out of his thoughts, nearly falling over, and this time making her laugh a little louder.

"H-huh?" he said dumbly.

Aerith shook her head and this time turned to him. "I said, it's rude to stare like that."

"Stare...?"

Emerald green eyes turned upward. "Yes, Zack. You were staring..."

"Oh... sorry," he said, flushing with embarrassment.

He glanced upward just in time to see a curious look come over Aerith's face, and he blinked in bemusement when she suddenly came closer. She seemed to be looking him over, searching his face, and he couldn't bring himself to look away. He took in every detail of her face, her complexion, her eyes, the way her bangs framed her face... It was when he focused on her face that those thoughts all came flying back, and he would be met with the image of a face framed by silver hair. It was easy to look at Aerith's body without seeing _him_. She was a woman, and her body was in no way similar to the powerful one possessed by the object of his lust, but when he focused on her face... on her eyes...

Somehow, he was able to force that train of thought down before it went too far, but the abrupt shift made him flinch just slightly, a move that Aerith caught sight of.

"What do you think about?"

The question was so sudden that it left him fumbling for a response.

"Wh-what?"

Aerith sighed before speaking again. "You get lost in thought so much... what is it that you think about?"

_How you look so much like a gorgeous man that I can never have..._ "I... uhm..."

She just tilted her head curiously.

Nearly desperate, Zack tried to think of any way he could derail the subject... He really was not comfortable with the idea of admitting exactly what was keeping him so distracted.

"I-I've just been... really preoccupied," he stammered. "Things at Shinra haven't really settled down and I've had a lot on my mind for a while..."

Aerith nodded but had an expectant look on her face as if beckoning him to continue. _Don't panic, don't panic_. He gave her a sheepish smile, scratching the back of his head again.

"I'm really sorry, Aerith. I shouldn't space out so much and end up ignoring you." Suddenly, his eyes narrowed, and his smile morphed into the most charming one he could muster. "How can I make it up to you?"

Aerith scoffed lightly, and Zack just chuckled. Even when she looked away, he could still see that slightly entertained smile on her face. He moved closer to her, the smile still on his face, a hand coming to rest at her knee. They stayed that way for a few moments, both silent until...

"So, tell me about the girl you like."

_Huh!_

It took everything he had to keep from reeling at that question. He had to give her props for being direct, but how exactly did they go from talking about work problems to talking about a girlfriend... or what Aerith perceived as a girlfriend?

"The... wh-what?"

"The girl. That you like."

"B-but... there is no gi—"

"Zack, you shouldn't lie," Aerith said sternly.

"Aerith, really..." He may as well be honest. "There is no girl."

"Oh," Aerith replied, looking thoughtful. "Then it is a guy?"

_Yes. _"I-I... What? No!"

"It's okay if you like a guy, Zack. I would never judge," she said with a giggle.

"I-I-... There isn't..." He trailed off, having no idea what else to say.

The girl was perceptive... but he was also obvious. Hiding things was not a strong suit of his, and sometimes when he did it only became more obvious. It didn't help that Aerith already seemed suspicious of him having his eyes on someone else, and any time she seemed suspicious, what was Zack's approach? Flirting... because if he could flirt with her enough that would really throw her off...

All Zack could do was sigh in resignation and look to her guiltily, afraid she would be upset. He was somewhat surprised to see her trembling with repressed mirth, shaking her head in a way Angeal used to whenever he did something silly.

"Well, Zack," she began as soon as she was able, "_whoever_ they may be... I think you should talk to them."

He tilted his head puzzled. "Why do you say that?"

"Well, you've clearly been trying to hide the fact that you like someone else from _me_ since we've met, so I think it's safe to say that you've been hiding it from them too... Unless you're being unfaithful..." She gave him a mock look of suspicion and he could only sputter.

Sure, he'd been with a lot of people... a lot of _guys_, but he'd never cheat on someone if he were in a relationship with them. That was such a horrible thing to do! That little giggle sounded again and he felt a small hand come to rest on his shoulder. He looked up and back into her eyes.

"You should talk to them," she said.

"Well... they're kind of...way out of my league."

"You never know, Zack. They may feel the same way about you."

_Yeah, I doubt that_, he thought. She seemed to notice his slightly incredulous look.

"You should still give it a try. What can it hurt?"

_My whole career._..

He sighed. She was right, though... Avoiding him had proven to be the wrong course of action, but the fear of his superior's reaction to his confession had kept him from confronting him about it. But was it really the fear of losing his position or the fear of being rejected? The man had throngs of admirers. Who was to say he hadn't taken a few one night stands? Who was to say he didn't already have a lover, a partner, hell for all Zack knew the man could have been _married_. While the last possibility seemed unlikely with how busy the First always seemed... it was still a possibility.

At the rate he was going, his performance was going to suffer greatly if he didn't make a decision. He couldn't just skirt around it and avoid it anymore... something had to be done.

With a resolute nod to himself, he turned to Aerith, giving her a soft smile.

"You're right. I'll talk to him."

o0o

He wasn't sure what made him tell Aerith that he had feelings for another man. Admitting that he was into someone else had been inevitable, but to go so far as to say that someone else was male after he'd been trying so hard to flirt with her, he was surprised that she had not been angry. Instead the girl had been curious, asking a lot of questions... questions he couldn't answer. It made him feel like some weird stalker to have feelings for someone, to think about them so often but know nothing about them. Aerith thought it was _cute_.

Throughout the rest of his visit, she insisted that he talk to the man he had feelings for. It was easy for her to offer that sort of advice; she had no idea _who_ it was he lusted after, and he had no intention of telling her. He couldn't think of a good reason, but he had the feeling that telling her that his... crush was the legendary hero Sephiroth would not have been the best idea. It wasn't as if he were the only one... or the only _man_ for that matter.

When Zack returned to the Shinra building, he went straight to his apartment.

It wasn't until he flopped into bed and looked at his clock that he realized just how late it was, not that he was tired. There was too much on his mind, so much to think about. How was he going to confront Sephiroth? When? How would the man react? Would he be angry? Would he just not care? The silver-haired man likely got a lot of love confessions, so he was likely desensitized to it.

But that made Zack question further. How did he feel about Sephiroth? Was it just lust? Was he like so many others and just drawn to his power, to his fame? He couldn't help but think his feelings went so much deeper than that. He didn't think about the man in the same sexual ways he had at the start. Sure, he still did, but he also wanted to talk to him, to know him as more than Shinra's hero.

The thought of being rejected actually hurt, despite the fact that it was the most likely outcome.

...But what if Sephiroth didn't reject him? It seemed so unlikely that the rational part of his mind wouldn't even entertain the idea. But there was a part of him that wondered what would happen. Could he see himself with Sephiroth? What sort of partner was he? What sort of partner would he be looking for, if he were even looking?

Such thoughts and questions kept Zack up for most of the night. He hadn't even realized when he went to sleep until his alarm woke him the next morning.

o0o

He hoped this was the last time he'd ever find himself in front of this damned office door.

He wasn't sure exactly when Sephiroth began his work day but chose to venture to the office floor about two hours after most other employees would have arrived. He wanted to be sure that when he knocked he'd get an answer, afraid that he wouldn't be able to work up the nerve to try again. It was hard enough trying to bring himself to merely knock. He just hoped that he wouldn't be bothering the man either.

There was no way Zack was going to let himself falter and return to his apartment. Not this time. He was going to go through with this... even if it took him a while...

Finally, he found the will to lift his fist to the door, but just before he could knock, he was suddenly greeted with the sight of a tall, black clad figure.

Well, this was familiar...

"Fair."

Slowly, almost meekly, Zack looked up into those piercing eyes, his fist still in the air, poised to knock.

"Uhm... good afternoon... sir," he said carefully.

The taller man did not appear to be agitated or annoyed this time, which made Zack feel better about approaching him. But those eyes were still easy to get lost in, and seeing the man in person made all those thoughts and dreams creep along his mind. Gods, he hoped he didn't spring an erection while talking... that would be in really bad taste.

"I must admit that I was not expecting you," that deep voice said.

"Uh, yeah," Zack began, a hand going to the back of his head. "I've... wanted to talk to you... I just never got up the nerve until now."

"I see."

Without another word, Sephiroth moved aside to allow Zack to enter. With some hesitation, Zack stepped into the spacious office and made his way to the black couch he sat in previously; he couldn't bring himself to look at Sephiroth for fear that he would end up staring. He could hear the door close with a quiet click, but he could barely pick up the tall man's footsteps as he returned to his desk. The only notable sound was the slightest creak as his superior settled back into his office chair.

For a few tense moments after that, everything was silent.

Inwardly, Zack fumbled to find the right words to say to start off. This time around, he knew what needed to be said, but he had no idea how to say it or where to even begin. Should he just be straightforward? Admit how he feels and go from there? Or should he work his way up to that? It was likely that Sephiroth did have work he needed to do, so it wouldn't be right to keep him waiting... maybe he should have just waited until after Sephiroth was done working for the day...

"Fair." That voice jarred him right out of his thoughts, and he immediately looked up to face the speaker.

"Yes, sir?"

"You said you wished to speak with me," Sephiroth said. "I would rather this not be a repeat of the last time I allowed you in my office. What is it that you are you here to speak with me about?"

_I can't stop fucking thinking about you._

"U-uhm... well..." _Shit, don't stutter, whatever you do, don't stutter!_

Those eyes felt like they were searing through to his soul, as if they were drilling a hole into Zack's head to search through his brain. For a moment, Zack was mystified as he stared right back into that gaze. He almost thought he could see the wheels turning behind them, the mako pulsing through them. And the one time, Sephiroth blinked, he could see the way those slit pupils narrowed when once again exposed to the light.

He was pulled slightly back into reality when he noticed just the slightest tilt of Sephiroth's head and the slight shift of his bangs. Zack also noticed those piercing eyes widen just slightly.

He almost looked... curious. However, after a moment or two his expression hardened.

"Fair, if you have nothing to say then I'd like to ask you to leav—"

"N-no!" he said suddenly, and then bit his lips at how rude it sounded. "I mean, no, I... do have something to say, I just..."

Sephiroth said nothing, and Zack had to look away after a moment. This was turning out to be way too difficult.

"I just... I really wanted—no, I felt like I _needed_ to talk to you," Zack said sheepishly. "The thing is... I have no idea how to even say what I want to say..."

"I am afraid I don't understand."

"I just... wonder if I really have any business bringing it up..."

There was another tense silence before, "Is this about Angeal?"

Zack's head snapped up again. He had not expected to hear that.

"Wh-why would you think that, sir?"

"Well you were his student... and you seemed to be very fond of him," Sephiroth said. "I can understand if his desertion causes you distress."

"Well... I..." Zack fell silent. What could he say?

_No, that's not it! I like you! I can't stop thinking about you! I want to get to know you, date you, be with you!_

After a moment, he scratched at his head. "Yeah..." _No!_

"Yes? It is Angeal's absence that bothers you?" Sephiroth asked.

_No! I mean, yeah, him being gone does bother me, but that isn't why I came here!_

"Yeah... I just miss him being around, ya know?"

_Fuck!_

o0o

For the next few days, Zack continuously berated himself for his cowardice. The conversation with Sephiroth had been brief, and not once did he even try to bring up the real reason he'd come to the man's office. The thought of confessing still worried him, still _scared_ him, and he hadn't been sure if he were ready to face whatever outcome awaited him.

He'd made a couple more attempts at talking with the man, hoping eventually, if he tried enough, it would just... come out. Though, he did wonder whether it would look really suspicious showing up wanting to make small talk again once he was able to get the First to answer. He was sure that Sephiroth was just as perceptive as Aerith, if not more so and would catch on to the fact that Zack was hiding something.

At any rate, he knew he still had no choice. He'd have to admit how he felt at some point, preferably before he botched an assignment due to being distracted. He just had no idea at all how to go about it. Common sense told him to be direct; he'd get it out, and he'd get his answer and could move on from there, but for some reason that approach just didn't sit well with him. Then again, no approach seemed to.

Maybe that was why he found himself on the train, heading down to the slums.

He'd wracked his brain and could not come up with any solution... so maybe he could get help from Aerith. She already knew he liked someone, already knew he was having trouble admitting it, maybe she could give him some advice.

At first the idea sounded absurd, and it still did when he really thought about it; however, it was either her or Kunsel... and there was no way he was going to Kunsel about his fixation on their superior. He could just imagine the things his friend would have to say. But he still have one problem: what the hell was he going to say to her?

_Hey, Aerith, remember the guy I said I like? Yeah, he's my superior, and I can't seem to admit to him that I dream about fucking him every night._

Yeah, that sure wouldn't make him sound like a deviant...

Zack continued to ponder a way to introduce his dilemma to the flower girl until the train reached its destination. Even as he trudged into the central marketplace, the wheels in his mind continued to turn.

He almost thought it was his imagination when he heard the sound of strong wing beats and the thump of heavy boots landing on the dirty ground. Curious, he turned, and he nearly did a double take when he saw the broad figure of his mentor standing before him those brilliant white wings stretched behind him.

"Angeal!"

His reaction earned him a chuckle from the larger man.

"Surprised?"

That was an understatement.

Zack snorted. "It's pretty hard not to be when I watched you _disappear into the sky_," he said. "Where the hell have you been?"

"Apologies," Angeal said with a sigh, "But I am busy man."

Zack scoffed. "C'mon, Angeal, don't give me that. You disappear after an attack on Shinra and you say you were busy?"

His mentor just glanced away, a dark look passing over his face.

"It is complicated, Zack. I cannot expect you to underst—"

"_Bullshit_!" Zack exclaimed. "You said back at the Shinra building that you would explain. You _promised_!"

Angeal winced. It seemed he remembered the promise he'd made...

"You promised Sephiroth too, you know," Zack reminded.

There was a long silence between them. He could see the look on his mentor's face, how conflicted he looked. It almost made him feel bad for pushing it, but surely Angeal knew the pain he was causing. Zack had seen the look on Sephiroth's face the moment he laid eyes on Angeal. He'd seen the surprise, the confusion, the doubt... even the distress at the sight of the wings. Sephiroth was just as worried as he was... He just knew it.

"How is he?" Angeal asked.

The question took Zack off guard. "Sephiroth? ...Well I haven't been able to get a hold of him for a couple days... He seemed okay though..."

A deep and quiet chuckle silenced him.

"Don't take that at face value, Zack..."

He tilted his head in confusion. "What do you mean?"

There was another pause before Angeal spoke again, as if he'd needed a moment to contemplate what to say next.

"I did make a promise... to the both of you. I intend to keep it," the First said, in no way answering Zack's question. "However, there are more pressing matters at hand, matters that are of a higher priority."

"But, Angea—" Angeal brought a hand up, preventing him from speaking further.

"Genesis and Hollander are in Modeoheim."

That made Zack stop and blink. Did Angeal show up just to tell him _that_? Why? First he leaves Shinra, and then he returns in order to help...without really returning?

"...Why are you telling me this?"

There was another chuckle from the older man as he turned away.

"Still a SOLDIER at heart, I suppose," he said. "I've informed Lazard as well. They'll come to pick you up soon."

Zack watched as the wings stretched out, and he got a sinking feeling that Angeal was leaving again. Overcome with some strange sense of panic, he almost ran for him. He didn't want his mentor leaving again.

"W-wai—"

"Zack."

He stopped, staring at Angeal's back with wide eyes, that ball of dread resurfacing and settling deep in his stomach. He watched as the First turned his head and gave him a sidelong glance, a slight smile tugging at the corner of his lips.

"Keep an eye on Seph, alright?"

"Wh-what?"

"Just trust me, Zack..."

And with that, Angeal lifted off the ground, Zack watching him until he could no longer be seen. The young First stood there for a while longer, eyes on the white feathers that floated to the ground.

_Seph? Did he mean Sephiroth? _

Why would he need to look after Sephiroth? The man wasn't in any danger... at least not in any that he couldn't easily get out of himself. Gods, nothing Angeal said or did made sense anymore!

With a growl, he turned around and continued on through the marketplace. He had a mission, so talking with Aerith would have to wait... but while he was down here, he could at least let her know he was going to be away.

Chancing a glance around, he noticed the people browsing as if nothing was out of the ordinary.

_How the hell did no one notice the man with the _wings_?_

o0o

He made quick work of climbing the church steps; the quicker he got in there, the quicker he could see Aerith and perhaps lag a bit to spend just a bit more time with her.

When he made it to the large doors, he paused. He could feel someone behind him, watching him, and he could hear the footsteps in the dirt. For some reason, though, he didn't feel all that tense. The presence felt oddly familiar.

"Zack, I need you in Modeoheim."

Tseng.

He wasn't all that surprised by Tseng's presence. The man was a Turk; no doubt he'd been able to track Zack down for the mission. Perhaps he would be joining in on this assignment...

"I know, just give me a minute," he said, pressing against one of the doors.

"Aerith isn't there."

Zack froze. How the hell did Tseng know Aerith? He turned around to face the Turk and gave him a suspicious look.

"How is it you know Aerith?"

Tseng glanced away and paused briefly. "It's complicated."

Okay, that did not make him feel any better. Was Aerith somehow involved with the Turks? If so, how? _Why?_ ...Or perhaps it was more personal than that. Was Aerith involved with Tseng? Maybe that was why she never responded to Zack's advances, but if that were the case, why didn't she say anything? She'd at least tell him she was with someone else... right?

"Really..." Zack said, not bothering to hide the suspicion in his voice.

The thought of the two being together made an odd flare of jealousy rise in his chest... but he couldn't help but also feel a bit protective of her. He knew well that anything involving the Turks was bad news, and he did not want Aerith to be placed in any sort of danger.

"Did she tell you anything?" Tseng asked, unaffected by his tone.

Zack shrugged. "Not a thing."

The Turk made a noise, but it was nearly drowned out by the sound of an approaching helicopter.

"Then I won't either."

The two stared each other down evenly as the aircraft came closer. Neither man moved as it made a slow descent, or even as its rotor kicked up clouds of dirt. Once it touched the ground, Tseng turned away silently. Zack didn't need to be prompted to follow; he knew this was the "pick up" his mentor had been referring to. However, despite the roar of the helicopter he heaved a loud sigh. As if he didn't have _enough_ to dwell about on what was going to be a long flight...

"Well whatever, I guess," he said to himself as he descended the church steps. "Whaaaaatever."

* * *

Pretty long, yeah? :D Long and awesome?


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